Execution and Authentication. One Officer shall execute the Notes on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such 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 shall have the same rights as the Trustee to deal with Holders, the Company or an Affiliate of the Company.
Appears in 8 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Execution and Authentication. One Officer Two Officers shall execute sign the Notes on behalf of for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), shall authenticate and deliver the Initial $300 million of Notes specified in such Authentication Order. In additionand, at any time, time and from time to timetime thereafter, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for original issue in an aggregate principal amount specified in such Authentication Order for such a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes issued hereunderpursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. Unless otherwise provided in limited by the terms of such 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 shall have has the same rights as the Trustee to deal with Holdersany Registrar, the Company Paying Agent or an Affiliate agent for service of the Companynotices and demands.
Appears in 6 contracts
Sources: Indenture (Bz Intermediate Holdings LLC), Indenture (Bz Intermediate Holdings LLC), Indenture (Bz Intermediate Holdings LLC)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, attached hereto by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication written order of the Issuer signed by an Officer (an “Issuer Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, and from time to time, the Trustee shall shall, upon receipt of an Issuer Authentication Order Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Issuer Authentication Order for such Additional Notes. Such Issuer Authentication Order shall specify the amount of the Notes issued hereunderto be authenticated and, in the case of any issuance of Additional Notes, shall certify that such issuance is in compliance with Sections 4.09 and 4.12 hereof. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 5 contracts
Sources: Indenture (Energy Future Intermediate Holding CO LLC), Indenture (Energy Future Intermediate Holding CO LLC), Indenture (EFIH Finance Inc.)
Execution and Authentication. One (a) At least one Officer shall execute the Notes on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. .
(b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. .
(c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company Order directing authentication signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Orderbearing the Restricted Notes Legend. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. .
(d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 5 contracts
Sources: Indenture, Indenture (Micron Technology Inc), Indenture (Micron Technology Inc)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a such Note is authenticated, the such Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, attached hereto by the manual or facsimile signature of the TrusteeAuthentication Agent. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee Authentication Agent shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee Authentication Agent shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 4 contracts
Sources: Indenture (iHeartCommunications, Inc.), Indenture (Clear Channel Communications Inc), Indenture (Clear Channel Communications Inc)
Execution and Authentication. One At least one Officer of the Issuer (or Issuers, when applicable) shall execute the Notes on behalf of such Issuer by manual, facsimile or electronic (including “PDF”) signature (except as otherwise required by the Company by manual or facsimile signatureApplicable Procedures). If an Officer of any Issuer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee or its Authenticating Agent authenticates the Note, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of an authorized signatory of the TrusteeTrustee or its Authenticating Agent. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee or its Authenticating Agent shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall or its Authenticating Agent shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunderNotes. The Trustee may appoint one or more authenticating agents (each an authenticating agent “Authenticating Agent”) acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee to deal with Holdersany Registrar, the Company Paying Agent or an Affiliate agent for service of the Companynotices and demands.
Appears in 4 contracts
Sources: Indenture (Organon & Co.), Indenture (Organon & Co.), Indenture (Organon & Co.)
Execution and Authentication. One Officer shall execute the Notes on behalf of the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, attached hereto by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 4 contracts
Sources: Indenture (JELD-WEN Holding, Inc.), Indenture (Cushman & Wakefield PLC), Indenture (Cushman & Wakefield PLC)
Execution and Authentication. One Officer Two Officers shall execute sign the Notes on behalf of for the Company by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such 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 shall have has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee shall not be required to authenticate such Notes if the Trustee to deal with Holdersissue thereof will adversely affect the Trustee’s own rights, duties, indemnities or immunities under the Company or an Affiliate of the CompanyNotes and this Indenture.
Appears in 4 contracts
Sources: Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.)
Execution and Authentication. One At least one Officer of the Issuer shall execute the Notes on behalf of the Company Issuer by manual manual, facsimile or facsimile electronic (including “PDF”) signature. If an Officer of the Issuer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunderNotes. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 4 contracts
Sources: Indenture (Dycom Industries Inc), Indenture (Harsco Corp), Indenture (Catalent, Inc.)
Execution and Authentication. One At least one Officer of each Issuer shall execute the Notes on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, attached hereto by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuers. The exchange of copies of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery as to the parties hereto for purposes of this Section 2.02 and such copies may be used in lieu of the original versions of such signature pages for all purposes.
Appears in 3 contracts
Sources: Indenture (OUTFRONT Media Inc.), Indenture (OUTFRONT Media Inc.), Indenture (OUTFRONT Media Inc.)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company by manual or facsimile or other electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Effective Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 3 contracts
Sources: Indenture (MultiPlan Corp), Indenture (MultiPlan Corp), Indenture (MultiPlan Corp)
Execution and Authentication. One An Officer shall execute sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a an Original Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Original Note, the Original Note shall nevertheless be validvalid nevertheless. A At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Original Notes executed by the Issuer to the Trustee for authentication, together with a written order of the Issuer in the form of an Officers’ Certificate for the authentication and delivery of such Original Notes, and the Trustee in accordance with such written order of the Issuer shall authenticate and deliver such Original Notes. An Original Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Original Note. The signature shall be conclusive evidence that the Original Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Original Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Original 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 shall have has the same rights as the Trustee to deal with Holdersany Registrar, the Company Paying Agent or an Affiliate agent for service of the Companynotices and demands.
Appears in 3 contracts
Sources: Indenture (PT Indosat TBK), Indenture (PT Indosat TBK), Indenture (PT Indosat TBK)
Execution and Authentication. One At least one Officer of the Issuer shall execute the Notes on behalf of the Company Issuer by manual manual, facsimile or facsimile electronic (including “.pdf”) signature. If an Officer of the Issuer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may bein each case, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer’s Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder. The Trustee may appoint an authenticating agent (an “Authentication Agent”) acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have Authentication Agent has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 3 contracts
Sources: Indenture (Medline Inc.), Indenture (Medline Inc.), Indenture (Vivint Smart Home, Inc.)
Execution and Authentication. One At least one Officer of the Issuer shall execute the Notes on behalf of the Company by manual manual, facsimile, PDF attachment or facsimile other electronically transmitted signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 3 contracts
Sources: Indenture (Hill-Rom Holdings, Inc.), Indenture (Hill-Rom Holdings, Inc.), Indenture (Hill-Rom Holdings, Inc.)
Execution and Authentication. One An Officer shall execute sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On All Notes shall be dated the Issue Date, the date of their authentication. The Trustee shall, upon receipt of a Company written Issuer Order signed by one Officer directing authentication (the Trustee to authenticate and deliver the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with ( an “Authentication Order”)) and an Opinion of Counsel, authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an original issue up to the aggregate principal amount specified stated in paragraph 4 of the reverse of the Notes. The aggregate principal amount of Notes outstanding at any time may not exceed such Authentication Order for such Additional Notes issued hereunderamount except as provided in Section 2.17 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in limited by the terms of such 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 shall have has the same rights as the Trustee an Agent to deal with Holders, Holders or the Company Issuer or an Affiliate of the CompanyIssuer.
Appears in 3 contracts
Sources: Indenture (Carrols Restaurant Group, Inc.), Indenture (Carrols Restaurant Group, Inc.), Indenture (Carrols Restaurant Group, Inc.)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication the Company’s order (an “Authentication Order”)) signed by one Officer, authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, subject to the terms of this Indenture, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for in an aggregate principal amount to be determined at the time of issuance specified in such therein. Such Authentication Order for such shall specify the amount of the Notes to be authenticated and, in the case of any issuance of Additional Notes issued hereunderpursuant to Section 2.01, shall certify that such issuance is in compliance with Section 4.03 and Section 4.06. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 3 contracts
Sources: Indenture (Cogent Communications Holdings, Inc.), Indenture, Indenture (Cogent Communications Group Inc)
Execution and Authentication. One An Officer shall execute sign the Notes on behalf of for the Company by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. Subject to the conditions and terms herein, at any time and from time to time after the execution and delivery of this Indenture, the Company may deliver the Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officer’s Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such 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 shall have has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee shall not be required to authenticate such Notes if the Trustee to deal with Holdersissue thereof will adversely affect the Trustee’s own rights, duties, indemnities or immunities under the Company or an Affiliate of the CompanyNotes and this Indenture.
Appears in 2 contracts
Sources: Transaction Agreement (Quantum Corp /De/), Indenture (Quantum Corp /De/)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company by manual manual, facsimile or facsimile electronic (in “.pdf” format) signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Company’s Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 2 contracts
Execution and Authentication. One (a) At least one Officer shall execute the Notes on behalf of the Company Issuer by electronic, manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. .
(b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the electronic or manual signature of the Trustee. The Trustee’s signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. .
(c) On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication written order of the Issuer signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. .
(d) The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 2 contracts
Sources: Indenture (Lions Gate Entertainment Corp /Cn/), Indenture (Lions Gate Entertainment Corp /Cn/)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the TrusteeAuthenticating Agent. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee Authenticating Agent shall, upon receipt of a Company an Issuers’ Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee Authenticating Agent shall upon its receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee Registrar or Authenticating Agent may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in such appointment, an An authenticating agent may authenticate Notes whenever the Trustee Authenticating Agent may do so. Each reference in this Indenture to authentication by the Trustee Authenticating Agent includes authentication by such agent. An authenticating agent shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Companyany Issuer.
Appears in 2 contracts
Sources: Indenture (PBF Holding Co LLC), Indenture (PBF Holding Co LLC)
Execution and Authentication. One Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such 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 shall have the same rights as the Trustee to deal with Holders, the Company Issuer or an Affiliate of the CompanyIssuer.
Appears in 2 contracts
Sources: Indenture (INC Research Holdings, Inc.), Indenture (INC Research Holdings, Inc.)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a an Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 2 contracts
Sources: Indenture (Alta Equipment Group Inc.), Indenture (Alta Equipment Group Inc.)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication the Issuers’ order (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any (i) Additional Notes and (ii) Exchange Notes or private exchange notes for issue only in an aggregate Exchange Offer or a private exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount specified in such of Initial Notes. Such Authentication Order for such shall specify the amount of the Notes to be authenticated and, in the case of any issuance of Additional Notes issued hereunderpursuant to Section 2.01, shall certify that such issuance is in compliance with Section 4.03 and Section 4.06. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuers.
Appears in 2 contracts
Sources: Indenture (Tops Markets Ii Corp), Indenture (Tops Holding Corp)
Execution and Authentication. One Officer Two Officers shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Notes and may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt delivery of an Authentication Order Order, authenticate and deliver any Additional Notes for an original issue up to the aggregate principal amount specified stated in paragraph 4 of the Notes. The aggregate principal amount of Notes outstanding at any time may not exceed such Authentication Order for such Additional Notes issued hereunderamount except as provided in Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company or an Affiliate of the Company. Neither the Company nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Note, check, advice of payment or redemption notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Company nor the Trustee shall be liable for any inaccuracy in such numbers.
Appears in 2 contracts
Sources: Indenture (Wavetek U S Inc), Indenture (Imperial Credit Industries Inc)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company by manual manual, facsimile or facsimile other electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication the Company’s order (an “Authentication Order”)) signed by one Officer, authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, subject to the terms of this Indenture, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for in an aggregate principal amount to be determined at the time of issuance specified in such therein. Such Authentication Order for such shall specify the amount of the Notes to be authenticated and, in the case of any issuance of Additional Notes issued hereunderpursuant to Section 2.01, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 2 contracts
Sources: Indenture (Cogent Communications Holdings, Inc.), Indenture
Execution and Authentication. One At least one Officer of each Issuer shall execute the Notes on behalf of the Company such Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuers’ Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuers.
Appears in 2 contracts
Sources: Indenture (Avago Technologies Manufacturing (Singapore) Pte. Ltd.), Indenture (Avago Technologies LTD)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), ) shall authenticate and deliver the Initial Notes. Each Authentication Order shall specify the amount of Notes specified and the original principal amount of each Note to be authenticated, the registered Holder, the delivery instructions for each Note, the date on which the Notes are to be issued and, in the case of Additional Notes, the issue price of such Authentication OrderAdditional Notes. In addition, at any time, Additional Notes may be issued from time to time, time subject to the Trustee shall upon receipt terms of an Authentication Order authenticate this Indenture including Section 4.09. The Initial Notes and deliver any the Additional Notes shall be treated as a single class for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunderall purposes of this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 2 contracts
Execution and Authentication. One (a) At least one Officer shall execute the Notes on behalf of the Company Issuer by electronic, manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. .
(b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the electronic or manual signature of the Trustee. The Trustee’s signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. .
(c) On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication written order of the Initial Issuer signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. .
(d) The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 2 contracts
Sources: Indenture (Lionsgate Studios Corp.), Indenture (Lions Gate Entertainment Corp /Cn/)
Execution and Authentication. One Officer shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual or facsimile signature of the Trusteeauthorized signatory of the Trustee or the Authenticating Agent. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On Notwithstanding the Issue Dateforegoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, the Company shall deliver such Note to the Trustee shallfor cancellation pursuant to Section 2.10. The Trustee will, upon receipt of a written order of the Company Order directing authentication signed by one Officer (an “Authentication Order”)) authenticate or cause the Authenticating Agent to authenticate the Notes for original issue that may be validly issued under this Indenture, authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver including any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunderNotes. The Trustee may appoint one or more authenticating agents (each, an authenticating agent “Authenticating Agent”) acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, Such 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company or an Affiliate of the Company.
Appears in 2 contracts
Sources: Indenture (Owens-Illinois Group Inc), Indenture (Owens-Illinois Group Inc)
Execution and Authentication. One Officer The Notes shall execute the Notes be executed on behalf of the Company by manual two of the following officers: the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer and the Corporate Secretary of the Company. The signatures of any of these officers on the Securities may be manual, electronic or facsimile. Notes bearing the manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that office such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time a Note is authenticated, the Note shall nevertheless be validdate of such Notes. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon receipt a written order of a the Company Order directing authentication signed by two Officers (an “Authentication Order”)) accompanied by an Officers’ Certificate and Opinion of Counsel, authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an original issue up to the aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunderPrincipal Amount of $44.0 million. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 2 contracts
Sources: Indenture (Akoustis, Inc.), Indenture (Akoustis Technologies, Inc.)
Execution and Authentication. One Officer shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A No Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form of Exhibit A hereto, as the case may be, provided for herein executed by the Trustee by manual signature of the Trustee. The signature signature, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated and delivered under hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.11, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in such the appointment, an authenticating agent may authenticate the 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company or an Affiliate and Affiliates of the Company. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.
Appears in 2 contracts
Sources: Indenture (Language Line Holdings, Inc.), Indenture (Language Line Costa Rica, LLC)
Execution and Authentication. One (a) At least one Officer shall execute the Notes on behalf of the Company by manual manual, facsimile or facsimile electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. .
(b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. .
(c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company Order directing authentication signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate or cause the authentication agent to authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. .
(d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 2 contracts
Execution and Authentication. One At least one Officer shall execute must sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DateThe Trustee will, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order Order, authenticate and deliver Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. Such Authentication Order shall specify the principal amount of the Notes for to be authenticated, the date on which the issue of the Notes is to be authenticated, the number of separate Notes certificates to be authenticated, the registered Holder of each such Note and delivery instructions, and, in the case of an issuance of Additional Notes after the Issue Date, shall certify that such issuance is in compliance with Sections 4.09 and 4.12 hereof. The aggregate principal amount specified of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in such Authentication Order for such Additional Notes issued hereunderSection 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 2 contracts
Sources: Indenture (Appleton Papers Inc/Wi), Indenture (Paperweight Development Corp)
Execution and Authentication. One Officer shall execute sign the Notes on behalf of for the Company by manual manual, facsimile or facsimile pdf signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On At any time and from time to time after the Issue Dateexecution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee shall, for authentication; and the Trustee shall authenticate and deliver Notes upon receipt a written order of a the Company Order directing authentication signed by an Officer of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, authenticate and deliver whether the Initial Notes specified in are to be issued as one or more Global Notes and such Authentication Order. In addition, at any time, from time to time, other information as the Company may include or the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an may reasonably request. The aggregate principal amount specified in such Authentication Order for such Additional of Notes issued hereunderwhich may be authenticated and delivered under this Indenture is unlimited. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 2 contracts
Sources: Indenture (Wyndham Hotels & Resorts, Inc.), Indenture (Wyndham Worldwide Corp)
Execution and Authentication. One (a) At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. .
(b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, attached hereto by the manual signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. .
(c) On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication written order of the Issuer signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. .
(d) The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 2 contracts
Sources: Indenture (Universal Health Services Inc), Indenture (Universal Health Services Inc)
Execution and Authentication. One (a) At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. .
(b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The Trustee’s signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. .
(c) On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication written order of the Issuer signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. .
(d) The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 2 contracts
Sources: Indenture (Lions Gate Entertainment Corp /Cn/), Indenture (Lions Gate Entertainment Corp /Cn/)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Forty-Third Supplemental Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Forty-Third Supplemental Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Notes. Such Authentication Order for such Additional shall specify the amount of the Notes issued hereunderto be authenticated. The Trustee may appoint an authenticating agent (“Authenticating Agent”) acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Forty-Third Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have Authenticating Agent has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Execution and Authentication. One An Officer shall execute sign the Notes on behalf of for the Company by manual manual, facsimile or facsimile other electronic (i.e., “.pdf” or “.tif”) transmission signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of an authorized signatory of the Trustee. The signature of the Trustee shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon receipt of a written order of the Company Order directing authentication signed by an Officer of the Company (an “Authentication Order”)) directing the Trustee to authenticate the Notes and, with respect to any Additional Notes, an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent to the issuance of the Notes contained herein have been complied with, authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an original issue in the aggregate principal amount specified stated in such Authentication Order for such Additional Notes issued hereunderwritten order. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in limited by the terms of such 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 agentagent or agents. An authenticating agent shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 1 contract
Sources: Indenture (Playtika Holding Corp.)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A heretoA-1 or A-2 , as the case may beapplicable, attached hereto, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Notes. Such Authentication Order for shall specify the amount of the Notes to be authenticated and shall certify that such Additional Notes issued hereunderissuance is in compliance with Section 4.09 of this Indenture. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Sources: Indenture (Western Refining, Inc.)
Execution and Authentication. One Officer Two Officers of the Company shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The Such signature shall be conclusive evidence that the Note has been duly authenticated under this Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Company may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture, including Exchange Notes. The Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture. On the Issue Date, the The Trustee shall, upon receipt a written order of a the Company Order directing authentication signed by two Officers of the Company (an “Authentication Order”), authenticate Notes for original issue on the date hereof of $650 million. At any time and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to timetime after the execution of this Indenture, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for an original issue in aggregate principal amount specified in such Authentication Order. The Authentication Order for such Additional shall specify the amount of Notes issued hereunderto be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 1 contract
Sources: Indenture (Texas Industries Inc)
Execution and Authentication. One At least one Officer shall execute must sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shallwill, upon receipt of a Company Order directing authentication written order of the Issuer signed by an Officer of the Issuer (an “Authentication Order”), authenticate and deliver ) (i) in the case of the Initial Notes specified on the Issue Date and on the issue date of Additional Notes authenticate Notes for original issue that may be validly issued under this Indenture, and (ii) in such the case of the case of Initial Notes after the Issue Date, note the “Schedule of Increases or Decreases in the Global Note” as instructed in the Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuers by manual or facsimile facsim- ile or other electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered deliv- ered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication an order from the Issuers signed by one Officer of each Issuer (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In additionaddi- tion, at any time, from time to time, the Trustee shall shall, upon receipt of an Authentication Order authenticate Order, authenti- cate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in such appointment, an 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 authenticat- ing agent shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuers.
Appears in 1 contract
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual manual, facsimile or facsimile electronic (in “.pdf” format) signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, attached hereto by the manual manual, facsimile or electronic (in “.pdf” format) signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Sources: Indenture (Michaels Stores Inc)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Forty-Eighth Supplemental Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Forty-Eighth Supplemental Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Notes. Such Authentication Order for such Additional shall specify the amount of the Notes issued hereunderto be authenticated. The Trustee may appoint an authenticating agent (“Authenticating Agent”) acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Forty-Eighth Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have Authenticating Agent has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Execution and Authentication. One Officer shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), shall authenticate and deliver the Initial $750.0 million of 4.625% Senior Notes specified in such Authentication Order. In additiondue 2023 and, at any time, time and from time to timetime thereafter, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication a Company Order. Such Company Order for such shall specify the amount of the Additional Notes issued hereunderto be authenticated and the date on which the issue of Additional Notes is to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such 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 shall have has the same rights as the Trustee to deal with Holdersany Registrar, the Company Paying Agent or an Affiliate agent for service of the Companynotices and demands.
Appears in 1 contract
Sources: Indenture (Verisign Inc/Ca)
Execution and Authentication. One Officer shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A No Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form of Exhibit A hereto, as the case may be, provided for herein executed by the Trustee by manual signature of the Trustee. The signature signature, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated and delivered under hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in such the appointment, an authenticating agent may authenticate the 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company or an Affiliate and Affiliates of the Company. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.
Appears in 1 contract
Execution and Authentication. One Officer Two duly authorized Officers shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon a written order of the Company signed by two Officers (an "Authentication Order"), authenticate Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the Notes. Thereafter, and from time to time after receipt of a Company Order directing authentication (an “supplemental Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee and the Company shall upon receipt notify the Depository of an Authentication Order authenticate increase or decrease in the amount of the Global Note and deliver record the amount of any Additional Notes for an increase in the aggregate principal amount specified of the Global Note to reflect the issuance of any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in such Authentication Order for such Additional Notes issued hereunderSection 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 1 contract
Sources: Indenture (Exx Inc/Nv/)
Execution and Authentication. One At least one Officer shall execute must sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DateThe Trustee will, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order Order, authenticate and deliver Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. Such Authentication Order shall specify the principal amount of the Notes for to be authenticated, the date on which the issue of the Notes is to be authenticated, the number of separate Notes certificates to be authenticated, the registered Holder of each such Note and delivery instructions, and, in the case of an issuance of Additional Notes after the Issue Date, shall certify that such issuance is in compliance with Sections 4.09 and 4.13 hereof. The aggregate principal amount specified of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in such Authentication Order for such Additional Notes issued hereunderSection 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 1 contract
Sources: Indenture (Appvion, Inc.)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto, as the case may be, by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any (i) Additional Notes or (ii) Exchange Notes or private exchange notes for issue only in an aggregate Exchange Offer or a private exchange, respectively, pursuant to the applicable Registration Rights Agreement, for a like principal amount specified in such of Notes. Such Authentication Order for such shall specify the amount of the Notes to be authenticated and, in the case of any issuance of Additional Notes issued hereunderpursuant to Section 2.01 hereof, shall certify that such issuance is in compliance with Section 4.10 of this Indenture. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 1 contract
Sources: Indenture (Beazer Homes Usa Inc)
Execution and Authentication. One An Officer shall execute the Notes on behalf of the Company shall sign the Notes for the Company by manual manual, facsimile or facsimile signatureelectronic signature which may be imprinted or otherwise reproduced thereon, including without limitation via DocuSign. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in an authorized signatory of the form Trustee manually signs the certificate of Exhibit A hereto, as authentication on the case may be, by the manual Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), shall authenticate and deliver the Initial $1,000,000,000 of 2.950% Senior Notes specified in such Authentication Order. In additiondue 2031 and, at any time, time and from time to timetime thereafter, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for original issue in an aggregate principal amount specified in such Authentication Order for such Additional order, in each case upon a written order of the Company signed by an Officer of the Company. Such order shall specify the amount of the Notes issued hereunderto be authenticated and the date on which the original issue of Notes is to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such 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 shall have has the same rights as the Trustee to deal with Holdersany Registrar, the Company Paying Agent or an Affiliate agent for service of the Companynotices and demands.
Appears in 1 contract
Sources: Indenture (Expedia Group, Inc.)
Execution and Authentication. One An Officer shall execute the Notes on behalf of the Company shall sign the Notes for the Company by manual manual, facsimile or facsimile signatureelectronic signature which may be imprinted or otherwise reproduced thereon. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in an authorized signatory of the form Trustee manually signs the certificate of Exhibit A hereto, as authentication on the case may be, by the manual Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), shall authenticate and deliver the Initial $750,000,000 of 4.625% Senior Notes specified in such Authentication Order. In additiondue 2027 and, at any time, time and from time to timetime thereafter, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for original issue in an aggregate principal amount specified in such Authentication Order for such Additional order, in each case upon a written order of the Company signed by an Officer of the Company. Such order shall specify the amount of the Notes issued hereunderto be authenticated and the date on which the original issue of Notes is to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such 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 shall have has the same rights as the Trustee to deal with Holdersany Registrar, the Company Paying Agent or an Affiliate agent for service of the Companynotices and demands.
Appears in 1 contract
Sources: Indenture (Expedia Group, Inc.)
Execution and Authentication. One Officer shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), shall authenticate and deliver the Initial $500.0 million of 5.25% Senior Notes specified in such Authentication Order. In additiondue 2025 and, at any time, time and from time to timetime thereafter, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication a Company Order. Such Company Order for such shall specify the amount of the Additional Notes issued hereunderto be authenticated and the date on which the issue of Additional Notes is to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Trustee Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such 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 shall have has the same rights as the Trustee to deal with Holdersany Registrar, the Company Paying Agent or an Affiliate agent for service of the Companynotices and demands.
Appears in 1 contract
Sources: Indenture (Verisign Inc/Ca)
Execution and Authentication. One Officer An authorized member of the Issuer’s board of directors or an authorized officer of the Issuer shall execute sign the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer authorized member of the Issuer’s board of directors or an executive officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be validvalid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereby. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature an authorized signatory of the TrusteeTrustee or the Authentication Agent manually or by facsimile signature signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On Notwithstanding the Issue Dateforegoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, the Issuer shall deliver such Note to the Trustee shallfor cancellation pursuant to Section 2.11. The Trustee will, upon receipt of a Company Order directing authentication written order of the Issuer signed by one officer (an “Authentication Order”), authenticate and deliver or cause the Authentication Agent to authenticate (i) Initial Notes specified in such Authentication Order. In additionNotes, at any timeon the date hereof, from time for original issue up to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such 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 shall have the same rights as the Trustee to deal with Holders, the Company or an Affiliate of the Company.€200,000,000 and
Appears in 1 contract
Sources: Indenture
Execution and Authentication. One (a) At least one Officer shall execute the Notes on behalf of the Company by manual manual, facsimile or facsimile other electronic (including “.pdf” or “.tif” format) signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. .
(b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, attached hereto by the manual signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. .
(c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company Order directing authentication signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. .
(d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 1 contract
Execution and Authentication. One The Notes shall be executed by an Officer shall execute or any authorized signatory as identified in an Officers’ Certificate (pursuant to a power of attorney or other similar instrument). The signature of any such Officer (or authorized signatory) on the Notes shall be by manual or facsimile signature in the name and on behalf of the Company by manual or facsimile signatureCompany. If an any Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee or authenticating agent authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture valid until the Trustee or be valid or obligatory for any purpose until authenticated substantially in authenticating agent manually signs the form certificate of Exhibit A hereto, as authentication on the case may be, by the manual signature of the TrusteeNote. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. The Notes shall be dated the date of their authentication. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), shall authenticate and deliver the $300.0 million of Initial Notes specified in such Authentication Order. In additionand, at any time, time and from time to timetime thereafter, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified original issue, in such Authentication Order for such Additional Notes issued hereundereach case upon the conditions and subject to the requirements provided in Section 2.2 of the Appendix. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in such the appointment, an authenticating agent 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 agentAuthenticating Agent. An authenticating agent shall have Authenticating Agent has the same rights as the Trustee an Agent to deal with Holders, the Company or an with any Affiliate of the Company. The Notes will be issued in registered form, without coupons, and in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Appears in 1 contract
Sources: Indenture (Phi Inc)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual manual, facsimile or facsimile electronic (e.g., in “.pdf” format or via DocuSign or other electronic signature platform) signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer’s Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in Any such appointmentappointment shall be evidenced by an instrument signed by a Responsible Officer of the Trustee, an a copy of which shall be furnished to the Issuer. 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 shall have has the same rights as the Trustee to deal with Holders, the Company or an Affiliate Agent for service of the Companynotes and demands.
Appears in 1 contract
Sources: Indenture (Iqvia Holdings Inc.)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual manual, electronic means or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, hereto by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication written order of the Issuer signed by an Officer (an “Issuer Authentication Order”), authenticate and deliver the Initial Notes specified in such Issuer Authentication Order. In addition, at any time, and from time to time, the Trustee shall shall, upon receipt of an Issuer Authentication Order Order, authenticate and deliver any Additional Notes Notes, for an aggregate principal amount specified in such Issuer Authentication Order for such Additional Notes issued hereunderNotes. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Sources: Indenture (Laureate Education, Inc.)
Execution and Authentication. One Officer of each of the Issuers shall execute sign the Notes on behalf of for the Company Issuers by manual or facsimile or electronic (including “.pdf”) signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee, or its Authentication Agent (as defined below), authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture valid until an authorized signatory of the Trustee or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, an Authentication Agent (as the case may be, ) manually (or by facsimile or electronically) signs the manual signature certificate of authentication on the TrusteeNote. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The Trustee or an Authentication Agent (as the Issue Date, case may be) shall authenticate and make available for delivery Notes as set forth in Exhibit A following receipt of an authentication order signed by an Officer of the Issuers directing the Trustee shall, upon receipt of a Company Order directing authentication or an Authentication Agent to authenticate such Notes (an the “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint one or more authentication agents (each, an authenticating agent acceptable to the Company “Authentication Agent”) to authenticate the Notes. Such an agent may authenticate Notes whenever the Trustee may do so. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent Authentication 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 shall have Authentication Agent has the same rights as the Trustee to deal with Holdersany Registrar, the Company Paying Agent or an Affiliate any other Agent for service of the Companynotices and demands.
Appears in 1 contract
Sources: Indenture (Paysafe LTD)
Execution and Authentication. One At least one Officer shall execute must sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the TrusteeTrustee or its authenticating agent as provided below. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shallwill, upon receipt of a written order of the Company Order directing authentication signed by at least one Officer (an “"Authentication Order”"), authenticate and deliver the Initial Notes specified in such Authentication Order. In additionfor original issue that may be validly issued under this Indenture, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver including any Additional Notes for an Notes. The aggregate principal amount specified of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in such Authentication Order for such Section 2.07 hereof. The Company may, subject to the covenants and the terms of this Indenture and applicable law, issue Additional Notes issued hereunderand Exchange Notes under this Indenture. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 1 contract
Sources: Indenture (RathGibson Inc)
Execution and Authentication. One An Officer shall execute the Notes on behalf of the Company shall sign the Notes for the Company by manual manual, facsimile or facsimile signatureelectronic signature which may be imprinted or otherwise reproduced thereon. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in an authorized signatory of the form Trustee manually signs the certificate of Exhibit A hereto, as authentication on the case may be, by the manual Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), shall authenticate and deliver the Initial $750,000,000 of 7.000% Senior Notes specified in such Authentication Order. In additiondue 2025 and, at any time, time and from time to timetime thereafter, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for original issue in an aggregate principal amount specified in such Authentication Order for such Additional order, in each case upon a written order of the Company signed by an Officer of the Company. Such order shall specify the amount of the Notes issued hereunderto be authenticated and the date on which the original issue of Notes is to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such 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 shall have has the same rights as the Trustee to deal with Holdersany Registrar, the Company Paying Agent or an Affiliate agent for service of the Companynotices and demands.
Appears in 1 contract
Sources: Indenture (Expedia Group, Inc.)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication the Issuers’ order (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any (i) Additional Notes and (ii) Exchange Notes or private exchange notes for issue only in an aggregate Exchange Offer or a private exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount specified in such of Initial Notes. Such Authentication Order for such shall specify the amount of the Notes to be authenticated and, in the case of any issuance of Additional Notes issued hereunderpursuant to Section 2.01, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuers.
Appears in 1 contract
Execution and Authentication. One Officer or more Responsible Officers of each Issuer shall execute sign the Notes on behalf of the Company Issuers by manual or facsimile signature. If an a Responsible Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the TrusteeTrustee or an authenticating agent. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. A Note shall be dated the date of its authentication unless otherwise provided by a board resolution, a supplemental indenture or an Officer’s Certificate. On the Issue Closing Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee to deal with Holdersany Registrar, the Company Paying Agent or an Affiliate agent of the Companyservices of notices and demands.
Appears in 1 contract
Sources: Indenture (Hawaiian Holdings Inc)
Execution and Authentication. One An Officer of the Company shall execute sign the Notes on behalf of for the Company by manual or facsimile signaturesignature which may be imprinted or otherwise reproduced thereon. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in an authorized signatory of the form Trustee manually signs the certificate of Exhibit A hereto, as authentication on the case may be, by the manual Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), shall authenticate and deliver the Initial $1,250,000,000 of 3.25% Senior Notes specified in such Authentication Order. In additiondue 2030 and, at any time, time and from time to timetime thereafter, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for original issue in an aggregate principal amount specified in such Authentication Order for such Additional order, in each case upon a written order of the Company signed by an Officer of the Company. Such order shall specify the amount of the Notes issued hereunderto be authenticated and the date on which the original issue of Notes is to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such 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 shall have has the same rights as the Trustee to deal with Holdersany Registrar, the Company Paying Agent or an Affiliate agent for service of the Companynotices and demands.
Appears in 1 contract
Sources: Indenture (Expedia Group, Inc.)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Thirty-Fourth Supplemental Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Thirty-Fourth Supplemental Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Notes. Such Authentication Order for such Additional shall specify the amount of the Notes issued hereunderto be authenticated. The Trustee may appoint an authenticating agent (“Authenticating Agent”) acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Thirty-Fourth Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have Authenticating Agent has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Execution and Authentication. One Officer shall execute sign the Notes on behalf for each of the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A No Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form of Exhibit A hereto, as the case may be, provided for herein executed by the Trustee by manual signature of the Trustee. The signature signature, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated and delivered under hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.11, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in such the appointment, an authenticating agent may authenticate the 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company or an Affiliate and Affiliates of the Company. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.
Appears in 1 contract
Execution and Authentication. One At least one Officer shall execute must sign the Notes on behalf of for the Company by manual manual, facsimile or facsimile electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shallwill, upon receipt of a written order of the Company Order directing authentication signed by two Officers of the Company (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Orderfor original issue that may be validly issued under this Indenture, including any Additional Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Each Authentication Order authenticate shall specify the number of separate Note certificates to be authenticated, and deliver any Additional Notes the registered Holder, principal amount and delivery direction for an each Note. The aggregate principal amount specified of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in such Authentication Order for such Additional Notes issued hereunderSection 2.07 of this Indenture. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication of the Notes by the Trustee includes authentication by such agent. An authenticating agent shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 1 contract
Sources: Indenture (Mastec Inc)
Execution and Authentication. One An Authorized Officer shall execute of the Company will sign the Notes on behalf of the Company by manual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose or entitled to the benefits of this Indenture until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of an authorized signatory of the TrusteeTrustee or its authenticating agent. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), shall authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for original issue upon a written order of the Company signed by an aggregate principal Authorized Officer. Such order shall specify the amount specified in such Authentication Order for such Additional of the Notes issued hereunderto be authenticated and the date on which the original issue of Notes is to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company or an Affiliate of the Company.
Appears in 1 contract
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual manual, facsimile or facsimile electronic (in “.pdf” format) signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A heretoA-1 or Exhibit A-2, as the case may beapplicable, attached hereto, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer’s Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in Any such appointmentappointment shall be evidenced by an instrument signed by a Responsible Officer of the Trustee, an a copy of which shall be furnished to the Issuer. 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 shall have has the same rights as the Trustee to deal with Holders, the Company or an Affiliate Agent for service of the Companynotes and demands.
Appears in 1 contract
Sources: Indenture (Iqvia Holdings Inc.)
Execution and Authentication. One The Notes shall be executed by an Officer shall execute or any authorized signatory as identified in an Officers’ Certificate (pursuant to a power of attorney or other similar instrument). The signature of any such Officer (or authorized signatory) on the Notes shall be by manual or facsimile signature in the name and on behalf of the Company by manual or facsimile signatureCompany. If an any Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee or authenticating agent authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture valid until the Trustee or be valid or obligatory for any purpose until authenticated substantially in authenticating agent manually signs the form certificate of Exhibit A hereto, as authentication on the case may be, by the manual signature of the TrusteeNote. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. The Notes shall be dated the date of their authentication. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), shall authenticate and deliver the $500.0 million of Initial Notes specified in such Authentication Order. In additionand, at any time, time and from time to timetime thereafter, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified original issue, in such Authentication Order for such Additional Notes issued hereundereach case upon the conditions and subject to the requirements provided in Section 2.2 of the Appendix. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in such the appointment, an authenticating agent 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 agentAuthenticating Agent. An authenticating agent shall have Authenticating Agent has the same rights as the Trustee an Agent to deal with Holders, the Company or an with any Affiliate of the Company. The Notes will be issued in registered form, without coupons, and in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Appears in 1 contract
Sources: Indenture (Phi Inc)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, hereto by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Notes. Such Authentication Order for such Additional Notes issued hereundershall specify the amount of the Notes to be authenticated and shall certify that such issuance is in compliance with Sections 4.09 and 4.12 hereof. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Sources: Indenture (American Media Inc)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a such Note is authenticated, the such Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, A1 or Exhibit A2 attached hereto by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Sources: Indenture (C C Media Holdings Inc)
Execution and Authentication. One An Officer shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The form of Trustee's certificate of authentication to be borne by the Issue Date, the Notes shall be substantially as set forth in EXHIBIT A-1 or EXHIBIT A-2 hereto. The Trustee shall, upon receipt a written order of a the Company Order signed by an Officer directing authentication (an “Authentication Order”)the Trustee to authenticate the Notes, authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an original issue up to the aggregate principal amount specified stated in paragraph 4 of the Notes. The Trustee shall, upon written order of the Company signed by an Officer, authenticate New Senior Notes for original issuance in exchange for a like principal amount of Senior Notes exchanged in the Exchange Offer or otherwise exchanged for New Senior Notes pursuant to the terms of the Registration Rights Agreement. The aggregate principal amount of Notes outstanding at any time may not exceed such Authentication Order for such Additional Notes issued hereunderamount except as provided in Section 2.07 hereof. The Trustee may (at the Company's expense) appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company or an Affiliate of the Company.
Appears in 1 contract
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication written order of the Issuer signed by an Officer (an “Issuer Authentication Order”), ) authenticate and deliver the Initial Notes specified in such Issuer Authentication Order. In addition, at any time, and from time to time, the Trustee shall shall, upon receipt of an Issuer Authentication Order Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Issuer Authentication Order for such Additional Notes issued hereunderNotes. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Sources: Indenture (Energy Future Intermediate Holding CO LLC)
Execution and Authentication. One At least one Officer of the Company shall execute the Notes on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication to authenticate (an “Authentication Order”)) the Initial Notes, authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall shall, upon receipt of a Board Resolution and an Authentication Order Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. Such Authentication Order shall specify the amount of the Notes to be authenticated and, in case of any issuance of Additional Notes pursuant to Section 2.01 hereof, shall certify that such issuance is in compliance with Section 4.09 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 1 contract
Sources: Indenture (Walker & Dunlop, Inc.)
Execution and Authentication. One At least one Officer shall execute must sign the Notes on behalf of for the Company by manual manual, facsimile or facsimile electronically transmitted signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shallwill, upon receipt of a written order of the Company Order directing authentication signed by an Officer of the Company (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. Such Authentication Order will specify (i) the principal amount of the Notes to be authenticated and deliver the Initial date on which the original issue of such Notes specified is to be authenticated, and (ii) in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt case of an Authentication Order authenticate and deliver any issuance of Additional Notes for an Notes, shall certify that such issuance is in compliance with Section 4.09 hereof. The aggregate principal amount specified of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in such Authentication Order for such Additional Notes issued hereunderSection 2.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 1 contract
Sources: Indenture (A.W. Realty Company, LLC)
Execution and Authentication. One (a) An Officer shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. valid nevertheless.
(b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in an authorized signatory of the form of Exhibit A hereto, as Trustee manually authenticates the case may be, by the manual Note. The signature of the Trustee. The signature Trustee on the certificate of authentication on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication .
(an “Authentication Order”), authenticate c) At any time and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to timetime after the execution and delivery of this Indenture, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional make available for delivery Notes for upon a written order of the Company signed by an aggregate principal Officer of the Company (the “Company Order”). A Company Order shall specify the amount specified in of the Notes to be authenticated and the date on which such Authentication Order for such Additional original issue of Notes issued hereunder. is to be authenticated.
(d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such 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 shall have the same rights as the Trustee to deal with Holders, the Company or an Affiliate of the CompanyAuthenticating Agent.
Appears in 1 contract
Sources: Indenture
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication written order of the Issuer signed by an Officer (an “Issuer Authentication Order”), ) authenticate and deliver the Initial Notes specified in such Issuer Authentication Order. In addition, at any time, and from time to time, the Trustee shall shall, upon receipt of an Issuer Authentication Order Order, authenticate and deliver any Additional Notes or Exchange Notes for an aggregate principal amount specified in such Issuer Authentication Order for such Additional Notes issued hereunderor Exchange Notes. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Sources: Indenture (Energy Future Intermediate Holding CO LLC)
Execution and Authentication. One Officer The Notes shall execute the Notes be executed on behalf of the Company by any Officer. The signature of the Officer on the Notes may be manual or facsimile. A Note bearing the manual or facsimile signature. If signature of an Officer whose signature is on a Note no longer holds that office individual who was at the time a Note is authenticated, of the execution of the Note an Officer shall nevertheless be validbind the Company, notwithstanding that such individual has ceased to hold such office(s) prior to the authentication and delivery of such Notes or did not hold such office(s) at the date of authentication of such Notes. A No Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form of Exhibit A hereto, as the case may be, provided for herein duly executed by the Trustee by manual or facsimile signature of the Trustee. The signature an authorized signatory, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated and delivered under this Indenturehereunder. On the Issue Date, the The Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), shall initially authenticate and deliver for original issuance on the Initial Issue Date Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified of up to $100,000,000 upon one or more Company Orders without any further action by the Company (other than as contemplated in such Authentication Order for such Additional Notes issued hereunderSection 15.4 and Section 15.5). The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 The Notes shall have the same rights as the Trustee to deal with Holders, the Company or an Affiliate be issued only in registered form without coupons and only in denominations of the Company$1,000 of principal amount and any integral multiple thereof.
Appears in 1 contract
Sources: Indenture (Greenbrier Companies Inc)
Execution and Authentication. One An Officer shall execute sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), shall authenticate and deliver the Initial 2020 Notes specified in such Authentication Order. In additionand the Initial 2023 Notes and, at any time, time and from time to timetime thereafter, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for original issue in an aggregate principal amount specified in such Authentication Order for such Additional the applicable order, in each case upon a written order of the Issuer signed by one Officer directing the Trustee to authenticate and deliver the Notes issued hereunderand certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in limited by the terms of such 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 shall have has the same rights as the Trustee an Agent to deal with Holders, Holders or the Company Issuer or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Sources: Indenture (Rock-Tenn CO)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Thirty-Ninth Supplemental Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Thirty-Ninth Supplemental Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Notes. Such Authentication Order for such Additional shall specify the amount of the Notes issued hereunderto be authenticated. The Trustee may appoint an authenticating agent (“Authenticating Agent”) acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Thirty-Ninth Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have Authenticating Agent has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Thirteenth Supplemental Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Thirteenth Supplemental Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Notes. Such Authentication Order for such Additional shall specify the amount of the Notes issued hereunderto be authenticated. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Thirteenth Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a such Note is authenticated, the such Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, attached hereto by the manual or facsimile signature of the TrusteeTrustee or an authenticating agent. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee or an authenticating agent shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee or an authenticating agent shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Execution and Authentication. One Officer of the Company (who shall execute have been duly authorized by all requisite corporate actions) shall sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), shall authenticate and deliver Notes for original issue on the Initial Notes specified Issue Date in such Authentication Orderthe aggregate principal amount of $[●] upon a written order of the Company in the form of an Officer’s Certificate. In addition, at any time, the Trustee shall authenticate and deliver Additional Notes from time to time, time thereafter in unlimited amount (so long as not otherwise prohibited by the Trustee shall terms of this Indenture) for original issue upon receipt a written order of the Company in the form of an Authentication Order authenticate Officer’s Certificate. Each such Officer’s Certificate shall specify the amount of Notes to be authenticated and deliver any Additional the date on which the Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunderare to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in such 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company or an Affiliate and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Appears in 1 contract
Sources: Indenture (WD Media, LLC)
Execution and Authentication. One Officer Two Officers shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature of the Trustee shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The form of Trustee's certificate of authentication to be borne by the Issue Date, the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time for original issue up to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an $50,000,000 aggregate principal amount specified of the Notes. The aggregate principal amount of Notes outstanding at any time may not exceed $50,000,000 except as provided in such Authentication Order for such Additional Notes issued hereunderSection 2.7 or 2.14 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent shall have has the same rights as the Trustee an Agent to deal with Holders, the Company or an Affiliate of the Company. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of and (subject to the provisions of this Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.
Appears in 1 contract
Sources: Indenture (Archibald Candy Corp)
Execution and Authentication. One Officer shall execute sign the Notes on behalf of for the Company by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual manual, electronic or facsimile signature of the Trusteeauthorized signatory of the Trustee or the Authenticating Agent. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On Notwithstanding the Issue Dateforegoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, the Company shall deliver such Note to the Trustee shallfor cancellation pursuant to Section 2.10. The Trustee will, upon receipt of a written order of the Company Order directing authentication signed by one Officer (an “Authentication Order”)) authenticate or cause the Authenticating Agent to authenticate the Notes for original issue that may be validly issued under this Indenture, authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver including any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunderNotes. The Trustee may appoint one or more authenticating agents (each, an authenticating agent “Authenticating Agent”) acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, Such 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company or an Affiliate of the Company.
Appears in 1 contract
Sources: Indenture (O-I Glass, Inc. /DE/)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Fifty-Third Supplemental Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Fifty-Third Supplemental Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Notes. Such Authentication Order for such Additional shall specify the amount of the Notes issued hereunderto be authenticated. The Trustee may appoint an authenticating agent (“Authenticating Agent”) acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Fifty-Third Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have Authenticating Agent has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Execution and Authentication. One Officer The Notes shall execute the Notes be executed on behalf of the Company by the Chief Executive Officer, the Chief Financial Officer, the President, or any Vice President, the Treasurer or the Corporate Secretary of the Company. The signatures of any of these officers on the Securities may be manual or facsimile. Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that office such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the time a Note is authenticated, the Note shall nevertheless be validdate of such Notes. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this the Indenture. On the Issue Date, the The Trustee shall, upon receipt a written order of a the Company Order directing authentication signed by two Officers (an “Authentication Order”)) accompanied by an Officers’ Certificate, authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an original issue up to the aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunderPrincipal Amount of $10.0 million. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this the Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 1 contract
Sources: First Supplemental Indenture (Akoustis Technologies, Inc.)
Execution and Authentication. One Officer shall execute sign the Senior Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Senior Note no longer holds that office at the time a Senior Note is authenticated, the Senior Note shall nevertheless be valid. A Senior Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Senior Note has been duly authenticated and delivered under this Indenture. On The form of Trustee's certificate of authentication to be borne by the Issue DateSenior Notes shall be substantially as set forth in Exhibit A hereto. The Trustee shall authenticate (i) Initial Senior Notes for original issue in an aggregate principal amount not to exceed $300,000,000 and (ii) Exchange Notes for issue only in the Exchange Offer pursuant to the Exchange Offer Registration Statement for a like principal amount of Initial Senior Notes exchanged in such Exchange Offer, in each case upon the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt to authenticate such Senior Notes and certifying that all conditions precedent to the issuance of an Authentication Order authenticate and deliver any Additional the relevant Senior Notes for an contained herein have been complied with. The aggregate principal amount specified of Senior Notes outstanding at any time may not exceed $300,000,000, except as provided in such Authentication Order for such Additional Notes issued hereunderSection 2.7 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Senior Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Senior 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company or an Affiliate of the Company.
Appears in 1 contract
Sources: Indenture (Hvide Marine Inc)
Execution and Authentication. One At least one Officer shall execute must sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon receipt of a written order of the Company Order directing authentication signed by two Officers (an “Authentication Order”), authenticate and deliver the (i) Initial Notes, (ii) any Additional Notes specified in such Authentication Order. In additionaccordance with Section 4.09, at any time, and (iii) Exchange Notes from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes time for an aggregate issue only in exchange for a like principal amount specified in such Authentication Order for such Additional at maturity of Initial Notes. All Notes issued hereunderunder this Indenture shall vote and consent together on all matters as one class and no series of Notes shall have the right to vote or consent as a separate class on any matter, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 1 contract
Execution and Authentication. One An Officer shall execute sign the Notes on behalf of for the Company by manual manual, facsimile, PDF transmission or facsimile electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual or electronic signature of a Responsible Officer of the Trustee. The signature of a Responsible Officer of the Trustee shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon receipt of a written order of the Company Order directing authentication signed by an Officer of the Company (an “Authentication Order”)) directing the Trustee to authenticate the Notes and, except with respect to the Initial Notes, an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent to the issuance of the Notes contained herein have been complied with, authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an original issue in the aggregate principal amount specified stated in such Authentication Order for such Additional Notes issued hereunderwritten order. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in limited by the terms of such 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 agentagent or agents. An authenticating agent shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 1 contract
Sources: Indenture (MasterBrand, Inc.)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Forty-Fifth Supplemental Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Forty-Fifth Supplemental Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Notes. Such Authentication Order for such Additional shall specify the amount of the Notes issued hereunderto be authenticated. The Trustee may appoint an authenticating agent (“Authenticating Agent”) acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Forty-Fifth Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have Authenticating Agent has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Execution and Authentication. One Officer The Debentures shall execute the Notes be executed on behalf of the Company by its Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal imprinted or reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any such Officer on the Debentures may be manual or facsimile. Debentures bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds signatures of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that office such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debentures or did not hold such offices at the time a Note is authenticated, the Note date of such Debentures. No Debenture shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form unless there appears on such Debenture a certificate of Exhibit A hereto, as the case may be, authentication duly executed by the Trustee by manual signature of the Trustee. The signature an authorized officer, and such certificate upon any Debenture shall be conclusive evidence evidence, and the only evidence, that the Note such Debenture has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes made available for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued delivery hereunder. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notesagent. Unless otherwise provided in such appointment, an An authenticating agent may authenticate Notes Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have has the same rights as the Trustee a Paying Agent to deal with Holders, the Company or an Affiliate of the Company.
Appears in 1 contract
Sources: Indenture (Peco Energy Co)
Execution and Authentication. One An Officer shall execute sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), shall authenticate and deliver the Initial 2019 Notes specified in such Authentication Order. In additionand the Initial 2022 Notes and, at any time, time and from time to timetime thereafter, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for original issue in an aggregate principal amount specified in such Authentication Order for such Additional the applicable order, in each case upon a written order of the Issuer signed by one Officer directing the Trustee to authenticate and deliver the Notes issued hereunderand certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in limited by the terms of such 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 shall have has the same rights as the Trustee an Agent to deal with Holders, Holders or the Company Issuer or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Sources: Indenture (Rock-Tenn Co of Texas)
Execution and Authentication. One Officer or more Responsible Officers of each Issuer shall execute sign the Notes on behalf of the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the TrusteeTrustee or an authenticating agent. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. A Note shall be dated the date of its authentication unless otherwise provided by resolution of the Board of Directors of the Issuers, a supplemental indenture or an Officer’s Certificate. On the Issue Closing Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee to deal with Holdersany Registrar, the Company Paying Agent or an Affiliate agent of the Companyservices of notices and demands.
Appears in 1 contract
Sources: Indenture (American Airlines, Inc.)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Thirty-Eighth Supplemental Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Thirty-Eighth Supplemental Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Notes. Such Authentication Order for such Additional shall specify the amount of the Notes issued hereunderto be authenticated. The Trustee may appoint an authenticating agent (“Authenticating Agent”) acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Thirty-Eighth Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have Authenticating Agent has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Forty-Seventh Supplemental Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Forty-Seventh Supplemental Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Notes. Such Authentication Order for such Additional shall specify the amount of the Notes issued hereunderto be authenticated. The Trustee may appoint an authenticating agent (“Authenticating Agent”) acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Forty-Seventh Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have Authenticating Agent has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Execution and Authentication. One An authorized Officer shall execute sign the Notes on behalf for each of the Company Companies by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated under this Agreement. The Trustee shall authenticate Notes upon a written order of the Companies in the form of an Officer's Certificate from each of the Companies (each an "Authentication Order"). Each such written order shall specify the amount of Notes to be authenticated and delivered under this Indenture. On the Issue Datedate on which the Notes are to be authenticated, and whether the Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee shall, upon receipt of a Company Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Ordermay reasonably request. In addition, at any time, the first such written order from time the Companies shall be accompanied by an Opinion of Counsel of the Companies in a form reasonably satisfactory to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunderTrustee. The Trustee may appoint an authenticating agent acceptable to the Company Companies to authenticate Notes. Unless otherwise provided in such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture Agreement to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Companies or an Affiliate of the a Company.
Appears in 1 contract
Sources: Indenture (Sac Holding Corp)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Twenty-Eighth Supplemental Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Twenty-Eighth Supplemental Indenture. On the Issue Date, the Trustee shall, upon receipt of a Company an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication OrderNotes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Notes. Such Authentication Order for such Additional shall specify the amount of the Notes issued hereunderto be authenticated. The Trustee may appoint an authenticating agent (“Authenticating Agent”) acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Twenty-Eighth Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have Authenticating Agent has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Execution and Authentication. One (a) At least one Officer shall execute the Notes on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. .
(b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. .
(c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company Order directing authentication signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Orderbearing the Restricted Notes Legend. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. .
(d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the Company.
Appears in 1 contract
Sources: Indenture (Tesla, Inc.)
Execution and Authentication. One At least one Officer shall execute the Notes on behalf of the Company Issuer by manual manual, electronic means or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, hereto by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Replacement Issue Date, the Trustee shall, upon receipt of a Company Order directing authentication written order of the Issuer signed by an Officer (an “Issuer Authentication Order”), authenticate and deliver the Initial Notes specified in such Issuer Authentication Order. In addition, at any time, and from time to time, the Trustee shall shall, upon receipt of an Issuer Authentication Order Order, authenticate and deliver any Additional Notes Notes, for an aggregate principal amount specified in such Issuer Authentication Order for such Additional Notes issued hereunderNotes. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in such appointment, an 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 shall have has the same rights as the Trustee an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer.
Appears in 1 contract
Sources: Indenture (Laureate Education, Inc.)