Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. An Officer shall sign the Notes for the Company by manual, facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company.

Appears in 2 contracts

Sources: Indenture (Starwood Property Trust, Inc.), Indenture (Starwood Property Trust, Inc.)

Execution and Authentication. An The Second Lien Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $322,868,000.00 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. As far as the Issuer is concerned, the Notes (in global or definitive form) will have to be signed pursuant to the articles of association of the Issuer or the resolutions of the Board of Directors of the Issuer. One Officer shall sign the Notes for the Company each Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Second Lien Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Second Lien Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Second Lien Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Second Lien Trustee may do so. Each reference in this Indenture to authentication by the Second Lien Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC)

Execution and Authentication. An At least one Officer shall must sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee will, upon receipt of a written order of the Company signed by two Officers (an “Authentication Order”), authenticate Notes for (i) original issue, up to the aggregate principal amount stated in paragraph 4 of the back of the Notes and (ii) Additional Notes in such amounts as may be specified from time to time without limit, subject to Article 4 hereof. Additional Notes shall have the same terms as the Notes, or the same terms except for the payment of interest on the Notes (1) scheduled and paid prior to the date of issuance of such Additional Notes and (2) payable on the first Interest Payment Date following the date of issuance. The Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture. In addition, the Trustee shall authenticate upon receipt of an Authentication Order other Notes issued in exchange therefor from time to time. The aggregate principal amount 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 Section 2.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company.

Appears in 2 contracts

Sources: Indenture (Mueller Water Products, Inc.), Indenture (Mueller Water Products, Inc.)

Execution and Authentication. An Officer The aggregate principal ---------------------------- amount of Notes outstanding at any time shall sign the not exceed $300,000,000. The Notes for shall be executed on behalf of the Company by manualits Chief Executive Officer, its President or any Executive Vice President and shall be attested by the Company's Secretary or one of its Assistant Secretaries, in each case by manual or facsimile or electronic image scan (e.g., pdf) signature. If The Notes shall be authenticated by manual signature of an Officer authorized officer of the Trustee and shall not be valid for any purpose unless so authenticated. In case any officer of the Company whose signature is on a Note was an Officer at shall have been placed upon any of the time Notes shall cease to be such officer of the Company before authentication of such execution but no longer holds that office at the time Notes by the Trustee authenticates and the Noteissuance and delivery thereof, such Notes may, nevertheless, be authenticated by the Trustee and issued and delivered with the same force and effect as though such Person had not ceased to be such officer of the Company. Notwithstanding any other provision hereof, the Note shall nevertheless be valid. The Trustee shall authenticate and deliver Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) only upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time ' Certificate complying with Section 10.04 hereof with respect to time thereafter authenticate Additional Notes satisfaction of all conditions precedent contained in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time Indenture to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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. Upon compliance by the Company with the provisions of the previous paragraph, the Trustee shall, upon receipt of a Company Order requesting such action, authenticate Notes for original issuance in an aggregate principal amount not to exceed $300,000,000. Such Company Order shall specify the amount of Notes to be authenticated and the Trustee in accordance with such written order of date on which the Company Notes are to be authenticated and shall authenticate further provide instructions concerning registration, amounts for each Holder and deliver such Notesdelivery. A Note shall not be valid until an authorized signatory or entitled to any benefit under this Indenture or obligatory for any purpose unless executed by the Company and authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Noteas provided herein. The signature of an authorized officer of the Trustee shall be conclusive evidence evidence, and the only evidence, that the such Note has been authenticated and delivered under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless 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 authenticating agent. An Any authenticating agent has of the Trustee shall have the same rights hereunder as an Agent any Registrar or Paying Agent. The Trustee shall not be liable for any failure to deal act of the authenticating agent in performing any duty either required herein or authorized herein to be performed by such person in accordance with the Company and Affiliates of the CompanyIndenture.

Appears in 2 contracts

Sources: Indenture (McLeodusa Inc), Indenture (McLeodusa Inc)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $550,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture, no Opinion of Counsel under Section 13.04 shall be required for the Trustee to authenticate and make available for delivery the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually manually, electronically or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.)

Execution and Authentication. An One Officer of the Issuer shall sign the Notes for the Company Issuer by manual, facsimile facsimile, electronic (including a digital signature provided by DocuSign) or electronic image scan (e.g., pdf) PDF signature. If an the 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $500,000,000 and (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, in each case upon a written order of the Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes. The Trustee may request and rely upon an Issuer Order prior to authenticating any Notes hereunder. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case any of the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanyNotes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

Sources: Indenture (Thor Industries Inc), Indenture (Owens & Minor Inc/Va/)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Responsible Officer of the Issuer (i) the Initial Notes for original issue on the Closing Date in an aggregate principal amount of $135,000,000 and (ii) subject to the terms of this Indenture, the Additional Notes from time to time after the Closing Date in an aggregate principal amount not to exceed $40,000,000. Such written order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Closing Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Responsible Officer shall sign each of the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) signature. If an a Responsible 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid nor shall it be entitled to any benefit under this Indenture until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteNote by manual signature. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the NotesNotes on behalf of the Trustee by manual signature. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do soso by manual signature. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Indenture (Fresh Market Holdings, Inc.), Indenture (Fresh Market Holdings, Inc.)

Execution and Authentication. An The Notes shall be executed on behalf of the Issuers by two Officers of each Issuer or an Officer shall sign the Notes for the Company by manual, facsimile and an Assistant Secretary of each Issuer. Such signature may be either manual or electronic image scan (e.g., pdf) signaturefacsimile. 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights right as an Agent to deal with the Company Issuers or an Affiliate. The Trustee shall have the right to decline to authenticate and Affiliates of deliver any Notes under this Section if the CompanyTrustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholders.

Appears in 2 contracts

Sources: Indenture (Skyterra Communications Inc), Indenture (Harbinger Capital Partners Master Fund I, Ltd.)

Execution and Authentication. An (a) At least one Officer shall sign execute the Notes for on behalf of the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 . (the “Initial Notes”b) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 attached hereto by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. 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 signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company and Affiliates or an Affiliate of the Company. (e) The Trustee shall authenticate and make available for delivery upon an Authentication Order (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $500,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any other Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such Authentication Order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 2 contracts

Sources: Indenture (Permian Resources Corp), Indenture (Permian Resources Corp)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $550,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company by manual, facsimile manual or electronic image scan (e.g., pdf) PDF 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Indenture (Rayonier Advanced Materials Inc.), Indenture (Rayonier Inc)

Execution and Authentication. An Officer (a) The Notes shall sign the Notes be signed for the Company by manualmanual or facsimile signature by the Chairman of the Board, facsimile the President, the Chief Executive Officer or electronic image scan (e.g., pdf) signaturethe Chief Financial Officer of the Company. 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 the Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount signature of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of on a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee Note shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of be conclusive evidence that such Note has been duly and validly authenticated and delivered under this Indenture, including without limitation, Section 4.07. (c) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Trustee shall authenticate and make available for delivery Notes executed by the Company to the Trustee for authentication, together with upon 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 signed by one Officer of the Company shall authenticate and deliver such Notes(a "Company Order"). A Note Company Order shall not be valid until an authorized signatory specify the amount of the Trustee manually signs Notes to be authenticated and the certificate date on which the original issue of authentication on the NoteNotes is to be authenticated. The signature shall aggregate principal amount of Notes that may be conclusive evidence that the Note has been authenticated and delivered under this Indenture. Indenture is unlimited. (d) The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Notes. Unless 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 authenticating agent. An authenticating agent the Authenticating Agent. (e) In case a Successor Entity has the same rights as executed an Agent to deal indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanyNotes authenticated or delivered prior to such transaction may, from time to time, at the request of the Successor Entity, be exchanged for other Notes executed in the name of the Successor Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Successor Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Successor Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Successor Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

Sources: Indenture (Baron Wire & Cable Corp.), Indenture (CCI International, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,000,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Company Issuers by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Holdings to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Holdings. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Indenture (EP Energy Corp), Indenture (EP Energy Corp)

Execution and Authentication. An Officer (a) Two Officers of the Company shall sign the Notes for the Company by manualmanual or facsimile signature. (b) The Trustee shall, facsimile upon a written order of the Company signed by two Officers of the Company (an “ Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.07, of which $300.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue (i) Exchange Notes in exchange for Initial Notes in an initial aggregate principal amount not to exceed $300.0 million or electronic image scan (e.g.ii) Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes issued on the date hereof or Additional Notes, pdfas the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 . (the “Initial Notes”e) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (f) The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company.

Appears in 2 contracts

Sources: Indenture (Brigham Exploration Co), Indenture (Brigham Exploration Co)

Execution and Authentication. An One Officer of the Company shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate valid nevertheless, after giving effect to any exchange of Initial Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $150,000,000, (2) Additional Notes for original issue and (3) Exchange Notes for issue only in an exchange offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Notes or Additional Notes of an equal principal amount, in each case upon a written order of the Company signed by two Officers of the Company or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (the "Company Order"). Such Company 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 whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Notes. Unless 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 the Authenticating Agent. In case the Company or any Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such authenticating agent. An authenticating agent has consolidation, or surviving such merger, or into which any Company or any Guarantor shall have been merged, or the same rights Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an Agent to deal indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanyNotes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

Sources: Indenture (BMC, Ltd.), Indenture (Venoco, Inc.)

Execution and Authentication. An Officer shall sign the Notes for the Company by manual, facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company.

Appears in 2 contracts

Sources: Indenture (Rithm Capital Corp.), Indenture (Apollo Commercial Real Estate Finance, Inc.)

Execution and Authentication. An Officer Two Officers shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 or position at the time the Trustee authenticates the NoteNotes, the Note Notes shall nevertheless be validvalid nevertheless. The Trustee shall authenticate Notes for original issue be entitled to rely on the Issue Date such signature as authentic and shall be under no obligation to make any investigation in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notesrelation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. Unless limited by otherwise provided in the terms of such 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company.Authenticating

Appears in 2 contracts

Sources: Indenture (Central European Media Enterprises N.V.), Indenture (CME Media Enterprises B.V.)

Execution and Authentication. An (a) At least one Officer shall sign execute the Notes for on behalf of the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 . (the “Initial Notes”b) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 attached hereto by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. 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 signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any PIK Notes (or shall increase the principal amount of any Global Note) in an aggregate principal amount specified in such Authentication Order for such PIK Notes issued hereunder (or for such increase in principal amount of any Global Note). (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company and Affiliates or an Affiliate of the Company. (e) The Trustee shall authenticate and make available for delivery upon receipt of an Authentication Order (i) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $300,000,000, (ii) subject to the terms of this Indenture, PIK Notes (or shall increase the principal amount of any Global Note) and (iii) any other Notes issued in accordance with this Indenture. Such Authentication Order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, PIK Notes, Unrestricted Global Notes or other Notes. (f) On any Interest Payment Date on which the Company pays PIK Interest (a “PIK Payment”), with respect to a Global Note, upon receipt of an Authentication Order, the Trustee shall increase the principal amount of such Global Note by an amount equal to the interest payable, rounded up to the nearest whole dollar, for the relevant interest period on the principal amount of such Global Note as of the relevant Record Date for such Interest Payment Date, to the credit of the Holders on such Record Date and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note to reflect such increase. On any Interest Payment Date on which the Company makes a PIK Payment by issuing Definitive Notes (a “PIK Note”), the principal amount of any such PIK Note issued to any Holder, for the relevant interest period as of the relevant Record Date for such Interest Payment Date, shall be rounded up to the nearest whole dollar.

Appears in 2 contracts

Sources: Senior Secured Notes Indenture (CIMPRESS PLC), Note and Warrant Purchase Agreement (CIMPRESS PLC)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,000,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Company Issuers by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Dutch Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Supplemental Indenture (Stars Group Inc.), Indenture (Stars Group Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $300,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company Issuer by manual, facsimile manual or electronic image scan (e.g., pdf) PDF 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Indenture (Installed Building Products, Inc.), Indenture (Trimas Corp)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company Issuers by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Indenture (ADT, Inc.), Indenture (ADT, Inc.)

Execution and Authentication. An (a) One Officer of the Company shall sign the Notes for the Company by manualmanual or facsimile signature. (b) The Trustee shall, facsimile upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.07, of which $350.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $350.0 million or electronic image scan Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (e.g., pdfd) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 . (the “Initial Notes”e) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (f) The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company.

Appears in 2 contracts

Sources: Indenture (SM Energy Co), Indenture (SM Energy Co)

Execution and Authentication. An The Notes shall be executed on behalf of each Issuer by any one of the following: its Chairman, Chief Executive Officer, President or Chief Financial Officer shall sign and attested by any of the aforementioned Officers other than the Officer who executed the Notes or any other Person authorized for such purpose. The signature of any of these officers on the Company by manual, facsimile Notes may be manual or electronic image scan (e.g., pdf) signaturefacsimile. 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 valid until an authenticated by the manual signature of a duly authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Issuers may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture. 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. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of a written order of the Issuers signed by two Officers of each Issuer (an "AUTHENTICATION ORDER"), authenticate Notes for original issue in an aggregate principal amount specified in such Authentication Order. The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the CompanyIssuers.

Appears in 2 contracts

Sources: Indenture (Rainbow Media Enterprises, Inc.), Indenture (Rainbow Media Enterprises, Inc.)

Execution and Authentication. An One Officer of the Company shall sign the Notes for on behalf of the Company by manualmanual or facsimile signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile or electronic image scan (e.g., pdf) signatureform. If an Officer of the Company whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Trustee, which signature shall be conclusive evidence that the Note has been authenticated under this the Indenture. The Trustee shall authenticate (i) for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount of $175,000,000, (ii) Exchange Notes for original issue, pursuant to any Exchange Offer or Private Exchange, for a like principal amount of Series A Notes and (iii) any amount of additional Notes specified by the Company, in each case, upon a written order of the Company signed by one Officer of the Company. Such order shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereof, and (b) whether the Notes are Series A Notes or Exchange Notes. The aggregate principal amount of Notes of any series outstanding at any time may not exceed the aggregate principal amount of Notes of such series authorized for issuance by the Company pursuant to one or more written orders of the Company, except as provided in Section 2.08 hereof. Subject to the foregoing, the aggregate principal amount of Notes of any series that may be issued under the Indenture shall not be limited. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company Company, or an Affiliate of any of them. The Series A Notes and Affiliates the Exchange Notes shall be considered collectively to be a single class for all purposes of the CompanyIndenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Appears in 2 contracts

Sources: Indenture (Northwest Pipeline Corp), Indenture (Williams Companies Inc)

Execution and Authentication. An (a) At least one Officer shall sign execute the Notes for on behalf of the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 . (the “Initial Notes”b) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 attached hereto by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. 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 signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company and Affiliates or an Affiliate of the Company. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 2 contracts

Sources: Senior Notes Indenture (WeWork Inc.), Senior Notes Indenture (We Co.)

Execution and Authentication. An Officer Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notesor Note Guarantee, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesnevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $775,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by otherwise provided in 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Appears in 2 contracts

Sources: Indenture (Davita Inc), Indenture (Davita Inc)

Execution and Authentication. An Officer of each of the Obligors shall sign the Notes Securities for the Company Obligors by manual, manual or facsimile signature. Typographic and other minor errors or electronic image scan (e.g., pdf) signaturedefects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue in an aggregate principal amount of $240,000,000 of the 3.0% Notes due 2010 and an aggregate principal amount of $240,000,000 of the 4.0% Notes due 2013 upon receipt of a written order or orders of the Obligors signed by an Officer of the Obligors (an "OBLIGORS ORDER"). The Obligors Order shall specify the amount of Securities to be authenticated in each series, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which each original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time of either series may not exceed the amounts in the foregoing sentence, except as provided in Section 2.7. The 3.0% Notes due 2010 and the 4.0% Notes due 2013 shall each constitute a separate series of Securities issued hereunder and each such series shall vote separately as its own class under the Indenture, except where otherwise provided. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company Obligors to authenticate the NotesSecurities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates Obligors or an Affiliate of the CompanyObligors. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.

Appears in 2 contracts

Sources: Indenture (Valeant Pharmaceuticals International, Inc.), Indenture (Valeant Pharmaceuticals International)

Execution and Authentication. An One Officer of the Company shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until authenticated by the manual signature of the Trustee or its authenticating agent as provided below. Such signature shall be conclusive evidence that the Note has been authenticated in accordance with this Indenture. The Trustee shall authenticate aggregate principal amount of Notes for original 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 and Exchange Notes under this Indenture. 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 date hereof $150.0 million in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt Notes will be authenticated by the Trustee of a written order of and issued by the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of under this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authenticationshall, together with upon receipt of a written order of the Company signed by one Officer of the Company (an "AUTHENTICATION ORDER"), authenticate Notes for original issue in an aggregate principal amount specified in such Authentication Order. Such Authentication Order shall specify the form amount of an Officers’ Certificate for Notes to be authenticated, whether the authentication and delivery of such Notes are to be Global Notes or Definitive Notes, and the Trustee in accordance with date on which the original issue of such written order of the Company shall authenticate and deliver such Notes. A Note shall not Notes is to be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indentureauthenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by otherwise provided in 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company.

Appears in 2 contracts

Sources: Indenture (Ames True Temper, Inc.), Indenture (Ames True Temper, Inc.)

Execution and Authentication. An One Officer shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) signature. If an the 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $1,035,000,000, (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Company signed by one Officer (the “Company Order”). Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless 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 authenticating agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanyNotes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Company Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

Sources: Indenture (Madison Air Solutions Corp), Indenture (Madison Air Solutions Corp)

Execution and Authentication. An Officer Two Officers shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate and deliver the Notes for original issue in an aggregate principal amount of $30,000,000, and Definitive Notes, Global Notes and any replacement notes or temporary notes issued pursuant to Section 2.07 or 2.09, respectively, in each case, upon a written order (an “Authentication Order”) of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Notes to be authenticated and the date on which the Notes are to be authenticated. Not less than five (5) Business Days prior to each interest payment date under the Notes, the Company shall deliver a written order signed by an Officer of the Company to the Trustee specifying the amount by which the principal balance of the Notes shall be increased as a result of interest due on the Notes pursuant to the terms of the Notes, and the date of such increase. The Trustee shall increase the aggregate principal amount of the Notes on the date specified in such written order upon receipt of such written order. The aggregate principal amount 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, or any written order specifying an increase in the principal amount of the Notes pursuant to the immediately preceding sentence. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Indenture (Wolverine Tube Inc), Indenture (Wt Holding Company, Inc)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,200,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.)

Execution and Authentication. An One Officer shall sign the Notes for each of the Company Issuers by manual, facsimile or electronic image scan (e.g., pdf) signature. If an Officer the Officers whose signature is are on a Note was an Officer at the time of such execution but no longer holds that such office at the time the Trustee or Authenticating Agent authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized officer of the Trustee or the Authenticating Agent authenticates the Note. The signature of the Trustee or the Authenticating Agent on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. The Trustee shall may authenticate Notes for original issue on the Issue Date in Note by manual, facsimile or electronic signature. Electronically imaged signatures such as .pdf files, faxed signatures or other electronic signatures to the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue Note and the Trustee authentication pages to the Note shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount have the same effect as original signatures. A Note shall be dated the date of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificateits authentication. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Authenticating Agent shall authenticate and make available for delivery: (1) Initial Notes executed by for original issue on the Company Issue Date in an aggregate principal amount of $500,000,000 and (2) subject to the Trustee terms of this Indenture, Additional Notes for authenticationoriginal issue in an unlimited principal amount, together with in each case upon a written order of the Company Issuers signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers’ Certificate for the authentication and delivery of such Definitive Notes or Global Notes, and the Trustee in accordance with such written order amount of the Company shall authenticate and deliver such Notes. A Note shall not Notes to be valid until an authorized signatory authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Trustee manually signs Notes and whether the certificate of authentication on the Note. The signature shall Notes are to be conclusive evidence that the Note has been authenticated under this IndentureInitial Notes or Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuers. Unless 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 authenticating agentan Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case any of the Issuers or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated, merged or amalgamated with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which any of the Issuers or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanyNotes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

Sources: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)

Execution and Authentication. An At least one Officer shall sign execute the Notes for on behalf of the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 an authorized signatory authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee manually signs the certificate of authentication on the Noteor Authentication 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 Authentication Agent) shall, upon receipt of the Company’s order (an “Authentication Order”) signed by one Officer, authenticate and deliver the Initial Notes. In addition, subject to the terms of this Indenture, at any time, from time to time, the Trustee (or Authentication Agent) shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes in an aggregate principal amount to be determined at the time of issuance specified therein. Such Authentication Order shall specify the amount of the Notes to be authenticated and, in the case of any issuance of Additional Notes pursuant 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 authentication agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating An 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 authenticating agent. An authenticating authentication agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company.

Appears in 2 contracts

Sources: Indenture (Cogent Communications Holdings, Inc.), Indenture

Execution and Authentication. An The First Lien Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $495,032,000.00 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. As far as the Issuer is concerned, the Notes (in global or definitive form) will have to be signed pursuant to the articles of association of the Issuer or the resolutions of the Board of Directors of the Issuer. One Officer shall sign the Notes for the Company each Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the First Lien Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the First Lien Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The First Lien Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the First Lien Trustee may do so. Each reference in this Indenture to authentication by the First Lien Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Indenture (Mallinckrodt PLC), Exchange Agreement (Mallinckrodt PLC)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (an “Authentication Order”), subject to the terms of this Indenture, Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the registered holder of each of the Notes and delivery instructions. One Officer shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee will, upon receipt of an Authentication Order, authenticate Notes for original issue that may be validly issued under this Indenture, including any PIK Notes and Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.05 hereof. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by an Officer of the Issuer, a copy of which shall be furnished to the Trustee. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Fourth Supplemental Indenture (Sunnova Energy International Inc.), Fourth Supplemental Indenture (Sunnova Energy International Inc.)

Execution and Authentication. An At least one Officer shall must sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The aggregate principal amount of Notes which may be authenticated under this Indenture is unlimited. The Company may, subject to Article 4 of this Indenture and applicable law, issue Additional Notes under this Indenture. 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. Furthermore, no Additional Notes may be issued with the same “CUSIP” number as the Notes issued on the date hereof, if such Additional Notes are not fungible with such previously issued Notes for U.S. federal income tax purposes. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of a written order of the Company signed by at least one Officer of the Company (an “Authentication Order”) and an Opinion of Counsel, authenticate Notes for (i) original issue in an aggregate principal amount specified in such Authentication Order and (ii) Additional Notes in such amounts as may be specified from time to time without limit, so long as such issuance is permitted under Article 4 of this Indenture and applicable law. The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with Holders or the Company and Affiliates or an Affiliate of the Company.

Appears in 2 contracts

Sources: Indenture (Patrick Industries Inc), Indenture (American Woodmark Corp)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Authorized Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $625,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and in integral multiples of $1,000 in excess thereof. One Authorized Officer shall sign the Notes for the Company Issuer by manual, electronic, facsimile signature or electronic image scan electronically transmitted signature (e.g., pdf) signatureincluding .pdf). If an Authorized 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Indenture (Talos Energy Inc.), Indenture (Talos Energy Inc.)

Execution and Authentication. An At least one Officer shall must sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid. A Note will not be valid until authenticated by the manual signature of the Trustee. The Trustee shall authenticate signature will be conclusive evidence that the Note has been authenticated under this Indenture. The aggregate principal amount of Notes for original which may be authenticated under this Indenture is unlimited. The Company may, subject to Article IV of this Indenture and applicable law, issue Additional Notes under this Indenture. The Notes issued on the Issue Date and any Additional Notes subsequently issued will be treated as a single class for all purposes under this Indenture. Furthermore, in the aggregate principal amount case of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by having the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, same “CUSIP” number as the case may beNotes issued on the date hereof, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificatesuch Additional Notes will be fungible with all other Notes for U.S. federal income tax purposes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authenticationwill, together with upon receipt of 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 signed by at least one Officer of the Company shall (an “Authentication Order”) and an Opinion of Counsel, authenticate Notes for (a) original issue in an aggregate principal amount specified in such Authentication Order and deliver (b) Additional Notes in such Notes. A Note shall not amounts as may be valid until an authorized signatory specified from time to time without limit, so long as such issuance is permitted under Article IV of the Trustee manually signs the certificate of authentication on the Notethis Indenture and applicable law. The signature shall Authentication Order will specify the amount of Notes to be conclusive evidence that authenticated and the Note has been authenticated under this Indenturedate on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with Holders or the Company and Affiliates or an Affiliate of the Company.

Appears in 2 contracts

Sources: Indenture (Emergent BioSolutions Inc.), Indenture (MTS Systems Corp)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by an Officer (a) Original Notes for original issue on the Issue Date in an aggregate principal amount of $400,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Original Notes and Additional Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Original Notes, Additional Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Indenture (GeoEye, Inc.), Indenture (GeoEye, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Company Issuers by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Holdings to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Holdings. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Indenture (Athlon Energy Inc.), Indenture (Athlon Energy Inc.)

Execution and Authentication. An (a) One Officer of the Company shall sign the Notes for the Company by manualmanual or facsimile signature. (b) The Trustee shall, facsimile upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee at least two Business Days prior to the Effective Date, authenticate Notes for original issue that may be validly issued under this Indenture, including any PIK Interest Notes as a result of a PIK Payment in accordance with Section 2.14 hereof, and increase the principal amount of any Global Note as a result of a PIK Payment. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or electronic image scan PIK Interest Notes, the registered holder of each of the Notes and delivery instructions. The aggregate principal amount 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 Section 2.08 hereof. (e.g., pdfc) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 . (the “Initial Notes”d) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (e) The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture shall not exceed $12.0 million plus the amount of any PIK Payments. (f) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company.

Appears in 2 contracts

Sources: Indenture (Goodrich Petroleum Corp), Note Purchase Agreement (Goodrich Petroleum Corp)

Execution and Authentication. An (a) At least one Officer shall sign execute the Notes for on behalf of the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 . (the “Initial Notes”b) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 attached hereto by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. 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 signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes; provided that the Trustee shall be entitled to receive an Officer’s Certificate of the Company addressing such matters as the Trustee may reasonably request in connection with such authentication of such Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with holders, the Company and Affiliates or an Affiliate of the Company. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $500,000,000, and (b) Additional Notes, and (c) any other Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes and other information the Company may determine to include or the Trustee may reasonably request.

Appears in 2 contracts

Sources: Senior Notes Indenture (IHS Markit Ltd.), Senior Notes Indenture (IHS Markit Ltd.)

Execution and Authentication. An The Notes shall be executed on behalf of each Issuer by any one of the following: its Chairman, Chief Executive Officer, President or Chief Financial Officer shall sign and attested by any of the aforementioned Officers other than the Officer who executed the Notes or any other Person authorized for such purpose. The signature of any of these officers on the Company by manual, facsimile Notes may be manual or electronic image scan (e.g., pdf) signaturefacsimile. 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 valid until an authenticated by the manual signature of a duly authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Issuers may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture. 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. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of a written order of the Issuers signed by two Officers of each Issuer (an “Authentication Order”), authenticate Notes for original issue in an aggregate principal amount specified in such Authentication Order. The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the CompanyIssuers.

Appears in 2 contracts

Sources: Indenture (Cablevision Systems Corp /Ny), Indenture (Cablevision Systems Corp /Ny)

Execution and Authentication. An One Officer shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) signature. If an the 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $525,000,000, (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Company signed by one Officer (the “Company Order”). Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless 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 authenticating agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanyNotes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Company Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

Sources: Indenture (GCP Applied Technologies Inc.), Indenture (W R Grace & Co)

Execution and Authentication. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $350,000,000, plus any amount in respect of Payment-in-Kind Interest thereon. (b) An Officer shall sign the Notes Securities for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security that has been authenticated and delivered by the Trustee. (c) If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 valid nevertheless. (the “Initial Notes”d) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Security shall not be valid until an authorized signatory of the Trustee manually by manual or facsimile signature signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. (e) The Trustee shall authenticate and make available for delivery Securities for original issue in the aggregate principal amount of $350,000,000 upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). In addition, at any time, from time to time, the Trustee shall upon receipt of a Company Order authenticate and deliver any Payment-in-Kind Securities (or increase the principal amount of any Security) as a result of Payment-in-Kind Interest in an aggregate principal amount specified in such Company Order. The Company Order shall specify the amount of Securities to be authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which each original issue of Securities is to be authenticated. (f) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the NotesSecurities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. (g) The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof and, if PIK Interest is paid, in denominations of $1.00 or integral multiples of $1.00 (in each case in aggregate principal amount).

Appears in 2 contracts

Sources: Indenture (Bowater Inc), Indenture (AbitibiBowater Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $[—], and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. 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. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 2 contracts

Sources: Indenture (Momentive Performance Materials Quartz, Inc.), Indenture (Momentive Performance Materials Quartz, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $125,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $1,000 and integral multiples of $1,000 in excess thereof, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes for the Company Issuers by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to deal enter into a letter of representations with the Company Depository in the form provided by the Issuers and Affiliates of the Companyto act in accordance with such letter.

Appears in 1 contract

Sources: Indenture (Rural Metro Corp /De/)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $350,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (DS Services of America, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $750.0 million, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of $2,000 and any integral multiple of $1,000, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 -44- authentication by such authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to deal enter into a letter of representations with the Company Depository in the form provided by the Issuer and Affiliates of the Companyto act in accordance with such letter.

Appears in 1 contract

Sources: Indenture (Intelsat LTD)

Execution and Authentication. An Officer (a) One or more Officers shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount signature of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of on a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee Note shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture, including without limitation, Section 4.07. (c) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Trustee shall authenticate and make available for delivery Notes executed by the Company to the Trustee for authentication, together with upon a written order of the Company in the form of signed by an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order Officer of the Company shall authenticate and deliver such Notes(the “Company Order”). A Note Company Order shall not be valid until an authorized signatory specify the amount of the Trustee manually signs Notes to be authenticated and the certificate date on which the original issue of authentication on the Note. The signature shall Notes is to be conclusive evidence that the Note has been authenticated under this Indenture. authenticated. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless 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 authenticating agent. An authenticating agent the Authenticating Agent. (e) In case a Successor Company has the same rights as executed an Agent to deal indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such transaction may, from time to time, at the request of the Successor Company, be exchanged for other Notes executed in the name of the Successor Company with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Successor Company, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Successor Company pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Successor Company, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture

Execution and Authentication. An Two Officers, or an Officer and a Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) signature. If an Officer or Secretary whose signature is on a Note was an Officer or Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Dollar Notes for original issue in the aggregate principal amount not to exceed $|X| upon receipt of a Company Order in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Notes to be authenticated, the series and type of Notes and the date on which the Notes are to be authenticated, whether the Notes are to be issued as Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of 32 32 Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. The aggregate principal amount of Dollar Notes outstanding at any time may not exceed $|X| except as provided in Section 2.7. Upon receipt of a Company Order, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent ("Authenticating Agent") reasonably acceptable to the Company to authenticate the Notes. Unless limited by otherwise provided in the terms of such 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 authenticating agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Trustee hereby appoints United States Trust Company of New York to be the Authenticating Agent on the Issue Date. The Dollar Notes shall be issuable only in denominations of $1,000 and any integral multiple thereof. The Global Notes shall be in bearer form without coupons and the Definitive Notes shall be in registered form.

Appears in 1 contract

Sources: Indenture (Versatel Telecom International N V)

Execution and Authentication. An (a) The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer (i) (x) Floating Rate Notes for original issue on the date hereof in an aggregate principal amount of $150,000,000 and (y) Fixed Rate Notes for original issue on the date hereof in an aggregate principal amount of $325,000,000, (ii) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (iii) the Exchange Notes for issue in a Registered Exchange Offer or Private Exchange pursuant to a Registration Rights Agreement for a like principal amount of Initial Notes and, if applicable, any Additional Notes. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes. Notwithstanding anything to the contrary in the Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $1,000. (b) One Officer shall sign the Notes for the Company Issuers by manual, facsimile or electronic image scan manual signature. (e.g., pdfc) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 valid nevertheless. (the “Initial Notes”d) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (e) The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent or agent for service of notices and demands. (f) The Trustee is hereby authorized to deal enter into a letter of representations with the Company Depository in the form provided by the Issuers and Affiliates of the Companyto act in accordance with such letter.

Appears in 1 contract

Sources: Indenture (Borden Chemical Inc)

Execution and Authentication. An Officer shall must sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) signature. If an the 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 the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 will not be valid until an authorized signatory authenticated by the manual or facsimile signature of the Trustee manually signs the certificate of authentication on the Noteor Authentication Agent. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee (or the Authentication Agent (as defined herein below)) shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate the Initial Notes for original issue up to €350,000,000 in aggregate principal amount of Notes and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Trustee (or the Authentication Agent) shall authenticate Additional Notes for original issue, or Definitive Notes issued pursuant to Section 2.06, in an aggregate principal amount specified in such Authentication Order. Such Authentication Order shall specify the aggregate principal amount of Notes to be authenticated, the series and type of Notes, the date on which the Notes are to be authenticated, and the date from which interest on such Notes shall accrue, whether the Notes are to be issued as definitive Notes or Global Notes and whether or not the Notes shall bear any legend, or such other information as the Trustee may reasonably request. In addition, such Authentication Order shall include (a) a statement that the Persons signing the Authentication Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Authentication Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Authentication Order are based. The Trustee may appoint an authenticating authentication agent reasonably (the “Authentication Agent”) acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent Any Authentication Agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an Authentication Agent may authenticate Notes whenever the Trustee may do so. The Trustee appoints, upon the terms and subject to the conditions of this Indenture, the Registrar as the Authentication Agent and the Registrar hereby accepts such appointment. The Company and Affiliates confirms this appointment as acceptable to it. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Authentication Agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Appears in 1 contract

Sources: Indenture (Encore Capital Group Inc)

Execution and Authentication. An One Officer shall sign (who shall have been duly authorized by all requisite corporate actions) the Notes Securities for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) signature. If an Officer whose signature is on a Note Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue up to an aggregate principal amount of Ten Million dollars ($10,000,000) upon a written order of the Company in the form of an Officers' Certificate to a Trust Officer directing the Trustee to authenticate the Securities and certifying that all conditions precedent to the issuance of the Securities contained herein have been complied with. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities issued on the Issue Date to reflect any name change of the Company. The aggregate principal amount of Securities outstanding at any time may not exceed Ten Million dollars ($10,000,000) except as provided in Section 2.07 hereof. The Principal and interest on Book-Entry Securities shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole holder of the Book-Entry Securities represented thereby. The Principal of and interest on Securities in certificated form ("Physical Securities") shall be payable at the office of the Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the NotesSecurities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company.. The Securities shall be issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. If the Securities are to be issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be in minimum denominations of $1,000, (ii) shall be registered in the name of the Depository for such Global Security or Securities or the nominee of such Depository, (iii) shall be delivered to the Trustee as custodian for such Depository or pursuant to such Depository's instructions, and (iv) shall bear the legend set forth in Exhibit B.

Appears in 1 contract

Sources: Indenture (Headway Corporate Resources Inc)

Execution and Authentication. An On the Issue Date, the Trustee shall, upon receipt of a Company Order (an “Authentication Order”), authenticate and deliver the Initial Notes. 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. At least one Officer shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) signature. If an the 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $475,000,000, (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.06(e), Initial Notes or Additional Notes in the form of an Unrestricted Global Note, in each case upon a Company Order. Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Additional Notes. Notwithstanding anything herein to the contrary, prior to authenticating any Note hereunder, the Trustee (or Authenticating Agent) shall receive an Authentication Order from the Company. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless 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 authenticating agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Note Guarantor, pursuant to deal Article 5 or Section 10.02, as applicable, shall be consolidated or merged with or into or wind up into any other Person or shall sell, assign, convey, transfer or otherwise dispose of all or substantially all of the properties and assets of the Company and Affiliates its Restricted Subsidiaries, taken as a whole, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Note Guarantor shall have been merged or wound up into, or the Person which shall have received a sale, assignment, conveyance, transfer, or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 5 or Section 10.02, as applicable, any of the CompanyNotes authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Ardent Health Partners, LLC)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $325,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company by manual, facsimile manual or electronic image scan (e.g., pdf) PDF 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (Wabash National Corp /De)

Execution and Authentication. (a) An Officer shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount signature of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of on a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee Note shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture, including without limitation, Section 4.07. (c) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Trustee shall authenticate and make available for delivery Notes executed by the Company to the Trustee for authentication, together with upon a written order of the Company in the form of signed by an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order Officer of the Company (the “Company Order”), provided that the Trustee shall authenticate be entitled to receive an Officer’s Certificate and deliver an Opinion of Counsel of the Company addressing such Notesmatters as the Trustee may reasonably request. A Note Company Order shall not be valid until an authorized signatory specify the amount of the Trustee manually signs Notes to be authenticated and the certificate date on which the original issue of authentication on the Note. The signature shall Notes is to be conclusive evidence that the Note has been authenticated under this Indenture. authenticated. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless 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 authenticating agent. An authenticating agent the Authenticating Agent. (e) In case a Surviving Entity has the same rights as executed an Agent to deal indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article Four, any of the CompanyNotes authenticated or delivered prior to such transaction may, from time to time, at the written request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Surviving Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Yojne S.A.)

Execution and Authentication. An Officer The Notes shall sign the Notes for be executed on behalf of the Company by manualits Chairman of the Board, one of its Vice Chairmen, the Chief Executive Officer, its President or one of its Vice Presidents, and attested by its Secretary or one of its Assistant Secretaries. The signature of any such Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or electronic image scan (e.g., pdf) signature. If an Officer whose signature is on a Note was an Officer any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the time date of such execution but no longer holds that office at Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the time form provided for in EXHIBIT A-1 or EXHIBIT A-2 annexed hereto duly executed by the Trustee authenticates the Noteby manual signature of an authorized signatory, the and such certificate upon any Note shall nevertheless be validconclusive evidence, and the only evidence, that such Note has been duly authenticated and made available for delivery hereunder. The Trustee shall authenticate and make available for delivery Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (150,000,000 upon a direction that it do so set forth in an Officers' Certificate of the “Initial Notes”) upon receipt Company, but without any further action by the Trustee of a written Company. Such order shall specify the amount of the Company in Notes to be authenticated and the form of an Officers’ Certificate. In addition, date on which the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue of Notes is to be authenticated and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal delivered. The aggregate principal amount of Notes outstanding Initial Notes and/or Additional Notesat any time may not exceed the amounts provided in this Section 2.02, except as provided in Section 2.07. The Trustee shall act as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificateinitial authenticating agent. At any time and from time to time after the execution and delivery of this IndentureThereafter, the Company may deliver 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 valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an a Paying Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Appears in 1 contract

Sources: Indenture (Hutchinson Technology Inc)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $585,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company by manual, facsimile manual or electronic image scan (e.g., pdfincluding PDF) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (XPO, Inc.)

Execution and Authentication. An Officer authorized member of the Issuers’ boards of directors or an executive officer of the Issuers shall sign the Notes for on behalf of the Company Issuers by manual, manual or facsimile or electronic image scan (e.g., pdf) signature. If an Officer authorized member of either of the Issuers’ boards of directors or an executive 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuers shall execute and, upon receipt of an Issuers Order, the Trustee shall authenticate (whether itself or via the authenticating agent) (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of £400,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06; provided that, if any Additional Notes are not fungible with any series of original Notes for U.S. income tax purposes, such Additional Notes will have a separate ISIN and/or Common Code number, as the case may be. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an 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 any such authenticating agent. An authenticating agent has the same rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Company and Affiliates Issuers or an Affiliate of the CompanyIssuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Indenture (Ardagh Group S.A.)

Execution and Authentication. An Officer shall must sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) signature. If an the 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 the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 will not be valid until an authorized signatory authenticated by the manual or facsimile signature of the Trustee manually signs the certificate of authentication on the Noteor Authentication Agent. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee (or the Authentication Agent (as defined herein below)) shall, upon receipt of a written order of the Issuer signed by an Officer (an “Authentication Order”), authenticate the Initial Notes for original issue up to £150,000,000 in aggregate principal amount of Notes and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Trustee (or the Authentication Agent) shall authenticate Additional Notes for original issue, or Definitive Notes issued pursuant to Section 2.06 hereof, in an aggregate principal amount specified in such Authentication Order. Such Authentication Order shall specify the aggregate principal amount of Notes to be authenticated, the series and type of Notes, the date on which the Notes are to be authenticated, and the date from which interest on such Notes shall accrue, whether the Notes are to be issued as definitive Notes or Global Notes and whether or not the Notes shall bear any legend, or such other information as the Trustee may reasonably request. In addition, such Authentication Order shall include (a) a statement that the Persons signing the Authentication Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Authentication Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Authentication Order are based. The Trustee may appoint an authenticating agent reasonably (the “Authentication Agent”) acceptable to the Company Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent Such 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 authenticating agentAuthentication Agent. An authenticating agent Any Authentication Agent has the same rights as an any other Agent to deal with the Company and Affiliates Holders or an Affiliate of the CompanyIssuer. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer.

Appears in 1 contract

Sources: Indenture (Encore Capital Group Inc)

Execution and Authentication. An Officer Two Officers shall sign execute the Notes for on behalf of the Company by manual, either manual or facsimile or electronic image scan (e.g., pdf) signature. The Guarantors shall execute the Guarantees in the manner set forth in Article XI. If an Officer a Person whose signature is on a Note was as an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Each Note shall be dated the date of its authentication. The Trustee shall authenticate Series A Notes for original issue from time to time in the aggregate principal amount not to exceed $293,500,000, upon receipt of an Officers’ Certificate. In addition, the Trustee or an authenticating agent shall authenticate Series B Notes to the extent issued pursuant to the terms of the Registration Rights Agreement upon receipt of an Officers’ Certificate. The aggregate principal amount of Notes outstanding at any time may not exceed $293,500,000 except as provided in Section 2.7. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless 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 authenticating agent. An Such authenticating agent has shall have the same authenticating rights and duties as an Agent to deal the Trustee in any dealings hereunder with the Company and Affiliates or with any Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A-l (“Global Securities”), deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of certificated notes in registered form set forth in Exhibit A-l (“Offshore Physical Securities”).

Appears in 1 contract

Sources: Indenture (Vertis Inc)

Execution and Authentication. An The Trustee shall authenticate and deliver to a common depositary for further delivery upon a written order of the Issuer signed by one Officer or authorized signatory (an “Authentication Order”) (a) Original Securities for original issue on the date hereof in an aggregate principal amount of €480,000,000 and (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least €50,000 and integral multiples of €1,000 in excess thereof. One Officer or authorized signatory shall sign the Notes Securities for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) signature. If an Officer or authorized signatory whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the NotesSecurities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Senior Notes Indenture (RenPac Holdings Inc.)

Execution and Authentication. An Officer shall sign the Notes for the Company by manual, manual or facsimile signature. Typographic and other minor errors or electronic image scan (e.g., pdf) signaturedefects in any such facsimile signature shall not affect the validity or enforceability of any Note which has been authenticated and delivered by the Trustee. 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee signs manually signs or by facsimile the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Notes for original issue in the aggregate principal amount of $[ ] (or up to $[ ] to the extent the Underwriters exercise their over-allotment option under the Underwriting Agreement in full) upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). The Company Order shall specify the amount of Notes to be authenticated, shall provide that all such Notes will be represented by a Global Note and the date on which each original issue of Notes is to be authenticated. The initial aggregate principal amount of Notes outstanding at any time may not exceed $[ ] (or $[ ] to the extent the Underwriters exercise their over-allotment option under the Underwriting Agreement in full) except as provided in Section 2.07. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.

Appears in 1 contract

Sources: Indenture (Wright Medical Group Inc)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $650,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Company Issuers by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Holdings to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Holdings. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (Athlon Energy Inc.)

Execution and Authentication. An The Trustee shall authenticate and in the case of a Global Security registered in the name of DTC or its nominee, hold such Global Security as custodian for DTC, and in the case of a Global Security registered in the name of a common depositary, deliver to such common depositary upon a written order of the Issuers signed by one Officer or authorized signatory of each Issuer (an “Authentication Order”) (a) Fixed Rate Senior Secured Notes for original issue on the date hereof in an aggregate principal amount of $1,350,000,000, (b) Floating Rate Senior Secured Notes for original issue on the date hereof in an aggregate principal amount of $750,000,000 and (c) subject to the terms of this Senior Secured Notes Indenture, Additional Senior Secured Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Senior Secured Notes to be authenticated and the date on which the original issue of Senior Secured Notes is to be authenticated. Notwithstanding anything to the contrary in this Senior Secured Notes Indenture or Appendix A, any issuance of Additional Senior Secured Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer or authorized signatory of each Issuer shall sign the Senior Secured Notes for the Company Issuers by manual, manual or facsimile or electronic image scan (e.g., pdf) signature. If an Officer or authorized signatory whose signature is on a Senior Secured Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Senior Secured Note, the Senior Secured Note shall nevertheless be validvalid nevertheless. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order Prior to authentication of the Company in the form of an Officers’ Certificate. In additionSenior Secured Notes, the Trustee shall from time be entitled to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by receive the terms Officer’s Certificate and Opinion of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer Counsel required pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time Sections 13.03 and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notes13.04. A Senior Secured Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Senior Secured Note. The signature shall be conclusive evidence that the Senior Secured Note has been authenticated under this Senior Secured Notes Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the NotesSenior Secured Note. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Senior Secured Notes whenever the Trustee may do so. Each reference in this Senior Secured Notes Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Senior Secured Notes Indenture (Reynolds Group Holdings LTD)

Execution and Authentication. An (a) One Officer, who shall be the Chairman of the Board, the President, the Chief Executive Officer or the Chief Financial Officer of the Company, shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 or is no longer a representative with full power and authority to represent and act on behalf of the Company or a Subsidiary Guarantor, as the case may be, at the time the Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount signature of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of on a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee Note shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture, including without limitation, Section 4.07. (c) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Trustee shall authenticate and make available for delivery Notes executed by the Company to the Trustee for authentication, together with upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate for the authentication Officer and delivery of such Notes, and the Trustee in accordance with such written order either an Assistant Treasurer or an Assistant Secretary of the Company shall authenticate and deliver such Notes(the “Company Order”). A Note Company Order shall not be valid until an authorized signatory specify the amount of the Trustee manually signs Notes to be authenticated and the certificate date on which the original issue of authentication on the Note. The signature shall Notes is to be conclusive evidence that the Note has been authenticated under this Indenture. authenticated. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless 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 authenticating agent. An authenticating agent the Authenticating Agent. (e) In case a Surviving Entity has the same rights as executed an Agent to deal indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanyNotes authenticated or delivered prior to such transaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Surviving Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Homex Development Corp.)

Execution and Authentication. An (a) At least one Officer shall sign execute the Notes for on behalf of the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 . (the “Initial Notes”b) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 attached hereto by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. 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 signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company and Affiliates or an Affiliate of the Company. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $350,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Senior Notes Indenture (Brinker International Inc)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of each Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $800,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for each of the Company Issuer by manual, electronic or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (Adtalem Global Education Inc.)

Execution and Authentication. An One Officer shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 or position at the time the Trustee authenticates the NoteNotes, the Note Notes shall nevertheless be validvalid nevertheless. The Trustee shall authenticate Notes for original issue be entitled to rely on the Issue Date such signature as authentic and shall be under no obligation to make any investigation in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesrelation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. The Trustee shall authenticate the Initial Notes which shall consist of original issue on the Issue Date in an aggregate principal amount not to exceed €200,000,000 upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate. At any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount as specified in a Company Order in the form of an Officers’ Certificate. Such Company Order shall in each case specify the aggregate principal amount of Notes to be authenticated, the series and type of Notes, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be issued as Definitive Notes or Global Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Company. Upon receipt of a Company Order, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless limited by otherwise provided in the terms of such 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 authenticating agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Trustee initially appoints the Registrar as Authenticating Agent. The Notes shall be issuable only in denominations of €50,000 and any integral multiple of €1,000 in excess thereof.

Appears in 1 contract

Sources: Indenture (Stena Ab)

Execution and Authentication. An One Officer shall sign the Notes for the Company Issuer by manual, facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee or an authentication agent manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authentication agent shall authenticate and make available for delivery Notes as set forth in Appendix A following receipt of an authentication order signed by an Officer of the Issuer directing the Trustee or an authentication agent to authenticate such Notes. The Trustee may appoint an authenticating authentication agent reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating 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 authenticating agent. An authenticating authentication agent has the same rights as an any Registrar, Paying Agent to deal or agent for service of notices and demands. Notwithstanding the above provisions, facsimile, documents executed, authenticated, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed manual signatures for purposes of this Indenture, Notes and other related documents and all matters and instruments, agreements, documents and certificates related thereto, with such facsimile, scanned and electronic signatures having the Company and Affiliates of the Companysame legal effect as manual signatures.

Appears in 1 contract

Sources: Senior Indenture (Janus Henderson Group PLC)

Execution and Authentication. An One Officer shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee Each Subsidiary Guarantor shall authenticate Notes for original issue on the Issue Date execute its Subsidiary Guarantee in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company manner set forth in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notes10.8. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A. The Trustee shall authenticate (i) the Notes for original issue on the Issue Date in the aggregate principal amount of $115,000,000 (the "Original Notes") and (ii) additional Notes for original issue from time to time after the Issue Date in such principal amount as may be set forth in a written order of the Company delivered to the Trustee, which written order shall specify (a) the amount of Notes to be authenticated and the date of original issue thereof and (b) the amount of Notes to be issued in global form or definitive form. The aggregate principal amount of Notes outstanding at any time may not exceed $115,000,000 plus such additional principal amounts as may be issued and authenticated pursuant to clause (ii) of this paragraph, except as provided in Section 2.8. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a written order of the Company signed by two Officers or by an Officer and either an assistant secretary or an assistant treasurer of the Company authenticate for original issue Notes in the aggregate principal amount specified in such order; provided that the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and the aggregate principal amount of Notes then authorized.

Appears in 1 contract

Sources: Indenture (Ram Energy Inc/Ok)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $350,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered Holder of each of the Notes and delivery instructions. For the avoidance of doubt, the Issuer will not be required to deliver an Opinion of Counsel with respect to the authentication of the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (Amn Healthcare Services Inc)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company by manual, facsimile manual or electronic image scan (e.g., pdf) PDF 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (Rayonier Advanced Materials Inc.)

Execution and Authentication. An The Trustee shall authenticate and in the case of a Global Security registered in the name of DTC or its nominee, hold such Global Security as custodian for DTC, and in the case of a Global Security registered in the name of a common depositary, deliver to such common depositary upon a written order of the Issuers signed by one Officer or authorized signatory of each Issuer (an “Authentication Order”) (a) Senior Notes for original issue on the date hereof in an aggregate principal amount of $800,000,000 and (b) subject to the terms of this Senior Notes Indenture, Additional Senior Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Senior Notes to be authenticated and the date on which the original issue of Senior Notes is to be authenticated. Notwithstanding anything to the contrary in this Senior Notes Indenture or Appendix A, any issuance of Additional Senior Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer or authorized signatory of each Issuer shall sign the Senior Notes for the Company Issuers by manual, manual or facsimile or electronic image scan (e.g., pdf) signature. If an Officer or authorized signatory whose signature is on a Senior Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Senior Note, the Senior Note shall nevertheless be validvalid nevertheless. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order Prior to authentication of the Company in the form of an Officers’ Certificate. In additionSenior Notes, the Trustee shall from time be entitled to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by receive the terms Officer’s Certificate and Opinion of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer Counsel required pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time Sections 13.03 and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notes13.04. A Senior Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Senior Note. The signature shall be conclusive evidence that the Senior Note has been authenticated under this Senior Notes Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the NotesSenior Note. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Senior Notes whenever the Trustee may do so. Each reference in this Senior Notes Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Senior Notes Indenture (Reynolds Group Holdings LTD)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of $2,000 and any integral multiple of $1,000, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to deal enter into a letter of representations with the Company Depository in the form provided by the Issuer and Affiliates of the Companyto act in accordance with such letter.

Appears in 1 contract

Sources: Indenture (Intelsat LTD)

Execution and Authentication. An Officer of the Company shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee manually or the Authenticating Agent signs the certificate of authentication on the NoteNote by manual signature. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Notwithstanding the foregoing, 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 for cancellation as provided for in Section 2.10 hereof. Pursuant hereto, the Trustee or the Authenticating Agent will, upon receipt of a Company Order (an “Authentication Order”), authenticate (a) on the Issue Date, Original Notes executed and delivered to it by the Company in an aggregate principal amount of US$330,000,000 and (b) Additional Notes subject to compliance at the time of issuance of such Additional Notes with the provisions of this Indenture. The aggregate principal amount of Notes outstanding shall not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Company Orders, except as provided in Section 2.7. The Trustee may appoint one or more authenticating agents (each, an authenticating agent “Authenticating Agent”), reasonably acceptable to the Company to authenticate the Notes. Unless 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 any such authenticating agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Transfer Agent or Paying Agent to deal with the Holders, the Company and Affiliates or an Affiliate of the Company. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.2 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Indenture (Mountain Province Diamonds Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) (i) Original 2013 Notes for original issue on the date hereof in an aggregate principal amount of $875,000,000, (ii) Original 2015 Notes for original issue on the date hereof in an aggregate principal amount of $675,000,000 and (iii) Original Floating Rate Notes for original issue on the date hereof in an aggregate principal amount of $1,000,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $1,000, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instru- ment signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to deal enter into a letter of representations with the Company Depository in the form provided by the Issuer and Affiliates of the Companyto act in accordance with such letter.

Appears in 1 contract

Sources: Indenture (Intelsat LTD)

Execution and Authentication. An At least one Officer shall of the Issuer must sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Notea Note is authenticated or at any time thereafter, the Note shall will nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteAuthenticating Agent. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The Authenticating Agent shall authenticate the Dollar Notes on the Issue Date in an aggregate principal amount of $425,000,000, the 2025 Sterling Notes on the Issuer Date in an aggregate principal amount of £430,000,000 and the 2029 Sterling Notes on the Issue Date in an aggregate principal amount of £225,000,000 upon receipt of an authentication order signed by at least one Officer of the Issuer directing the Authenticating Agent to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with (an “Authentication Order”). The Authenticating Agent shall authenticate Additional Notes upon receipt of an Authentication Order relating thereto. Each Note shall be dated the date of its authentication. The Trustee may authenticate Notes as the Issuer’s Authenticating Agent. The Trustee may appoint an authenticating agent reasonably additional Authenticating Agent or Agents acceptable to the Company Issuer to authenticate the Notes. Unless limited by the terms of such 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 authenticating agentAuthenticating Agent. An authenticating agent has Such Authenticating Agent shall have the same rights as the Trustee in any dealings hereunder with any of the Issuer’s Affiliates. Notes authenticated by an Authenticating Agent shall be entitled to deal the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated hereunder by the Trustee, and every reference in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be subject to acceptance by the Issuer and shall at all times be a corporation organized and doing business under, or licensed to do business pursuant to, the laws of the United States of America (including any State thereof or the District of Columbia) or a jurisdiction in the European Union and authorized under such laws to act as Authenticating Agent, subject to supervision or examination by governmental authorities, if applicable. If at any time an Authenticating Agent shall cease to be eligible in accordance with the Company provisions of this Section 2.02, such Authenticating Agent shall resign immediately in the manner and Affiliates with the effect specified in this Section 2.02. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided that such corporation shall be otherwise eligible under this Section 2.02, without the execution or filing of any paper or any further act on the part of the Company.Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice of resignation to the Trustee and the Issuer. Each of the Trustee and the Issuer may at any time terminate the agency of an Authenticating Agent by giving written notice of the termination to that Authenticating Agent and the Issuer or the Trustee, as the case may be. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent ceases to be eligible in accordance with the provisions of this Section 2.02, the Trustee may appoint a successor Authenticating Agent acceptable to the Issuer. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all of the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 2.02. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 2.02. If an Authenticating Agent is appointed with respect to the Notes pursuant to this Section 2.02, the Notes may have endorsed thereon, in addition to or in lieu of the Trustee’s certification of authentication, an alternative certificate of authentication in the following form: “This is one of the Notes referred to in the within-mentioned Indenture. [NAME OF AUTHENTICATING AGENT], as Authenticating Agent By: Authorized Signatory”

Appears in 1 contract

Sources: Indenture (Liberty Global PLC)

Execution and Authentication. An At least one Officer of the Company shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence that the Note has been 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. The Initial Notes which shall be in an aggregate principal amount of $400,000,000, and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture; provided, that any series of Additional Notes that are not fungible with the Initial Notes for U.S. Federal income tax purposes may trade under a separate CUSIP and may be treated as a separate class for purposes of transfers and exchanges. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of a written order of the Company signed by an Officer of the Company (an “Authentication Order”), authenticate Notes for original issue in an aggregate principal amount specified in such Authentication Order; provided, that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of such Notes. The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company.

Appears in 1 contract

Sources: Indenture (Orbital Atk, Inc.)

Execution and Authentication. An One Officer shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) signature. If an the 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 the Trustee or Authenticating Agent authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized officer of the Trustee or the Authenticating Agent manually authenticates the Note. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount signature of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of or the Authenticating Agent on a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee Note shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture, including without limitation, Section 4.07) for original issue and . A Note shall be dated the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount date of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificateits authentication. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Authenticating Agent shall authenticate and make available for delivery: (1) Initial Notes executed by for original issue on the Company Issue Date in an aggregate principal amount of $600,000,000, (2) subject to the Trustee terms of this Indenture, Additional Notes for authenticationoriginal issue in an unlimited principal amount, together with and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Company signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers’ Certificate for the authentication and delivery of such Definitive Notes or Global Notes, and the Trustee in accordance with such written order amount of the Company shall authenticate and deliver such Notes. A Note shall not Notes to be valid until an authorized signatory authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Trustee manually signs Notes and whether the certificate of authentication on the Note. The signature shall Notes are to be conclusive evidence that the Note has been authenticated under this IndentureInitial Notes or Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the NotesNotes and Trustee initially appoints U.S. Bank National Association as Authentication Agent. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless 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 authenticating agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee and Affiliates Agent pursuant to Article IV, any of the CompanyNotes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (CHURCHILL DOWNS Inc)

Execution and Authentication. An Officer (a) The Notes shall sign the Notes be signed for the Company by manualmanual or facsimile signature by the Chairman of the Board, facsimile the President, the Chief Executive Officer or electronic image scan (e.g., pdf) signaturethe Chief Financial Officer of the Company. 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 the Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount signature of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of on a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee Note shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of be conclusive evidence that such Note has been duly and validly authenticated and delivered under this Indenture, including without limitation, Section 4.07. (c) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Trustee shall authenticate and make available for delivery Notes executed by the Company to the Trustee for authentication, together with upon 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 signed by one Officer of the Company shall authenticate and deliver such Notes(a “Company Order”). A Note Company Order shall not be valid until an authorized signatory specify the amount of the Trustee manually signs Notes to be authenticated and the certificate date on which the original issue of authentication on the NoteNotes is to be authenticated. The signature shall aggregate principal amount of Notes that may be conclusive evidence that the Note has been authenticated and delivered under this Indenture. Indenture is unlimited. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless 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 authenticating agent. An authenticating agent the Authenticating Agent. (e) In case a Successor Entity has the same rights as executed an Agent to deal indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanyNotes authenticated or delivered prior to such transaction may, from time to time, at the request of the Successor Entity, be exchanged for other Notes executed in the name of the Successor Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Successor Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Successor Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Successor Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Coleman Cable, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,000,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company by manual, facsimile manual or electronic image scan (e.g., pdf) PDF 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (XPO Logistics, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $300,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered Holder of each of the Notes and delivery instructions. For the avoidance of doubt, the Issuer will not be required to deliver an Opinion of Counsel with respect to the authentication of the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (Amn Healthcare Services Inc)

Execution and Authentication. An (a) At least one Officer shall sign execute the Notes for on behalf of the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 . (the “Initial Notes”b) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 attached hereto by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. 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 signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company and Affiliates or an Affiliate of the Company. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $[•], (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Note Purchase Agreement (WeWork Inc.)

Execution and Authentication. An (a) Two Officers shall sign, or one Officer shall sign and one Officer (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Discount Notes for the Company Issuer by manual, manual or facsimile or electronic image scan signature. (e.g., pdfb) signature. If an Officer whose signature is on a Discount Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Discount Note, the Discount Note shall nevertheless be valid. The Trustee valid nevertheless. (c) No Discount Note shall authenticate Notes be entitled to any benefit under this Indenture or be valid or obligatory for original issue any purpose unless there appears on the Issue Date such Discount Note a certificate of authentication substantially in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt form provided for herein executed by the Trustee of a written order of by manual signature, and such certificate upon any Discount Note shall be conclusive evidence, and the Company in only evidence, that such Discount Note has been duly authenticated and delivered hereunder. Notwithstanding the form of an Officers’ Certificate. In additionforegoing, the Trustee if any Discount Note shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited have been authenticated and delivered hereunder but never issued and sold by the terms of this IndentureIssuer, including without limitation, Section 4.07) for original issue and the Trustee Issuer shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company such Discount Note to the Trustee for authenticationcancellation as provided in Section 2.12, together with a written order for all purposes of the Company in the form of an Officers’ Certificate for the authentication and delivery of this Indenture such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Discount Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has deemed never to have been authenticated under and delivered hereunder and shall never be entitled to the benefits of this Indenture. . (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Discount Notes. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate the Discount Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company Issuer and Affiliates of the CompanyIssuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. (e) The Discount Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000.

Appears in 1 contract

Sources: Indenture (Idleaire Technologies Corp)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $750,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. As far as the Issuer is concerned, the Notes (in global or definitive form) will have to be signed pursuant to the articles of association of the Issuer or the resolutions of the Board of Directors of the Issuer. One Officer shall sign the Notes for the Company each Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (Mallinckrodt PLC)

Execution and Authentication. An Officer At least one member of the Board of Directors and one member of the Supervisory Committee shall sign execute the Notes for on behalf of the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. The Trustee Typographical and other minor errors or defects in any such signatures shall authenticate Notes for original issue on not affect the Issue Date in the aggregate principal amount validity or enforceability of $500,000,000 (the “Initial Notes”) upon receipt any Note that has been duly authenticated and delivered by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 NotesTrustee. 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 by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. 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 written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. Authentication Orders may be transmitted by facsimile (with the original to be delivered by mail). The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company.

Appears in 1 contract

Sources: Indenture (Raghsa S.A.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $2,250,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. 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. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of $2,000 and any integral multiple of $1,000 in excess thereof, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to deal enter into a letter of representations with the Company Depository in the form provided by the Issuer and Affiliates of the Companyto act in accordance with such letter.

Appears in 1 contract

Sources: Indenture (Intelsat S.A.)

Execution and Authentication. An One Officer shall sign the Notes for the Company each Issuer by manual, facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee or an authentication agent manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authentication agent shall authenticate and make available for delivery Notes as set forth in Appendix A following receipt of an authentication order signed by an Officer of each Issuer directing the Trustee or an authentication agent to authenticate such Notes. The Trustee may appoint an authenticating authentication agent reasonably acceptable to the Company Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating 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 authenticating agent. An authenticating authentication agent has the same rights as an any Registrar, Paying Agent to deal or agent for service of notices and demands. Notwithstanding the above provisions, facsimile, documents executed, authenticated, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed manual signatures for purposes of this Indenture, Notes and other related documents and all matters and instruments, agreements, documents and certificates related thereto, with such facsimile, scanned and electronic signatures having the Company and Affiliates same legal effect as manual signatures. The parties agree that this Indenture, the Notes or any other related document or any instrument, agreement, document or certificate necessary for the consummation of the Companytransactions contemplated by this Indenture, the Notes or the other related documents or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (the “Executed Documentation”) may be accepted, executed, authenticated or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed, authenticated or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed, and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed Documentation sent by electronic transmission, except where due to bad faith, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.

Appears in 1 contract

Sources: Senior Indenture (NXP Semiconductors N.V.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $900,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. As far as the Issuer is concerned, the Notes (in global or definitive form) will have to be signed pursuant to the articles of association of the Issuer or the resolutions of the Board of Directors of the Issuer. One Officer shall sign the Notes for the Company each Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (Mallinckrodt PLC)

Execution and Authentication. An Officer of the Company shall sign the Notes each Note for the Company by manual, facsimile or electronic image scan (e.g.including “PDF”) signature (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, pdf) signatureUniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law). 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 the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. The Trustee Each Subsidiary Guarantor shall authenticate Notes for original issue on execute the Issue Date Subsidiary Guarantee in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company manner set forth in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notes11.04. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs Trustee, and the certificate of authentication on the Note. The Trustee’s signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee’s certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any of its Affiliates. The Trustee (i) shall authenticate Initial Notes for original issue in the aggregate principal amount of $500,000,000 and Affiliates (ii) shall authenticate Additional Notes, in each case, as otherwise set forth in Appendix A and, in the case of Additional Notes only, upon receipt of an Officers’ Certificate and an Opinion of Counsel. The Officers’ Certificate shall also specify the amount of Additional Notes to be authenticated and the date on which the Additional Notes are to be authenticated. Upon receipt of a written order of the Company in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company.

Appears in 1 contract

Sources: Indenture (Plantronics Inc /Ca/)

Execution and Authentication. An Officer Two Officers shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 valid until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall, upon a Company Order, authenticate for original issue up to $158,600,000 aggregate principal amount of each series of the Notes. The aggregate principal amount of Notes outstanding at any time may not exceed $158,600,000 except as provided in Section 2.7 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates 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. Except as set forth in the next sentence, the Notes will initially be issued in the form of one or more registered global Notes which will be deposited on the Closing Date with, or on behalf of, the Depository and registered in the name of the global Holder. Notes that are originally issued to or transferred to an institutional "accredited investor" (within the meaning of Rule 501 under the Securities Act) who is not a "qualified institutional buyer" (within the meaning of Rule 144A (a "QIB) or to any other persons who are not QIBs shall be issued in the form of certificated Notes in registered form substantially in the form set forth in Exhibit A.

Appears in 1 contract

Sources: Indenture (American Restaurant Group Inc)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) (i) Original 2019 Notes for original issue on the date hereof in an aggregate principal amount of $1,500,000,000 and (ii) Original 2021 Notes for original issue on the date hereof in an aggregate principal amount of $1,150,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of $2,000 and any integral multiple of $1,000, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to deal enter into a letter of representations with the Company Depository in the form provided by the Issuer and Affiliates of the Companyto act in accordance with such letter.

Appears in 1 contract

Sources: Indenture (Intelsat S.A.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $1,100,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. 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. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (Momentive Performance Materials Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $830,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company by manual, facsimile manual or electronic image scan (e.g., pdfincluding PDF) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described immediately below) manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (XPO, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $400,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered Holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company Issuer by manual, electronic or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (Coronado Global Resources Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer (an “Authentication Order”) (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $125,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication 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. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (Homefed Corp)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture, no Opinion of Counsel shall be required for the Trustee to authenticate and make available for delivery the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (SeaWorld Entertainment, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $284,595,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of $2,000 and any integral multiple of $1,000, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes for the Company Issuer by manual, manual or facsimile or electronic image scan (e.g., pdf) 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to deal enter into a letter of representations with the Company Depository in the form provided by the Issuer and Affiliates of the Companyto act in accordance with such letter.

Appears in 1 contract

Sources: Indenture (Intelsat LTD)

Execution and Authentication. An Officer The Notes shall sign the Notes for be executed on behalf of the Company by manualmanual or facsimile signature of the Chief Executive Officer, facsimile the Chief Financial Officer, any Executive Vice President, any Senior Vice President, any Vice President or electronic image scan (e.g., pdf) signaturethe Secretary of the Company. 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 the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver 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 Notesvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (or an authentication agent appointed by the Trustee as provided below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Notes for original issue, upon receipt of a written order or orders of the Company signed by an Officer (a “Company Order”): (i) in an initial aggregate principal amount of up to $[initial principal amount] and (ii) from time to time, in such aggregate principal amount as shall be established for any Additional Notes established pursuant to the respective Officers’ Certificate in respect thereof delivered pursuant to ‎Section 2.14. The Company Order shall specify the amount of Notes to be authenticated and shall state the date on which such Notes are 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 Trust Officer, a copy of which shall be furnished to the Company. Unless 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 authenticating agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands.

Appears in 1 contract

Sources: Indenture (CME Media Enterprises B.V.)