Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. One Officer of the Company shall sign the Notes on behalf of the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall be valid 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, which signature shall be conclusive evidence that the Note has been authenticated under 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 acceptable to the Company to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in the Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, 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. One An Officer of the Company shall sign the Notes on behalf of for the Company by manual manual, facsimile or facsimile electronic image scan (e.g., pdf) 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 form. 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 Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. 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 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 the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 the 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 an Affiliate of any of them. The Series A Notes Company and the Exchange Notes shall be considered collectively to be a single class for all purposes Affiliates of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseCompany.

Appears in 2 contracts

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

Execution and Authentication. One (a) At least one Officer of the Company shall sign execute the Notes on behalf of the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be entitled to any benefit under the 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, which . The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On 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 caseTrustee shall, upon receipt of a written order of the Company signed by one an Officer of (an “Authentication Order”), authenticate and deliver 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 Initial Notes. The 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 of specified in such Authentication Order for such Additional 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. hereunder. (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company, Company 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 themthe foregoing in accordance with this Indenture. The Series A Such Authentication Order shall specify the amount of the Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes authenticated, the date on which the original issue of Notes is to be authenticated and whether the IndentureNotes are to be Initial Notes, including, without limitation, waivers, amendments, redemptions and offers to purchaseAdditional Notes or other Unrestricted Global Notes.

Appears in 2 contracts

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

Execution and Authentication. One The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Company 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 on behalf of for the Company Issuers by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 2 contracts

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

Execution and Authentication. One An Officer of each of the Company Obligors shall sign the Notes on behalf of Securities for the Company Obligors by manual or facsimile signature. The Company's seal may be (but Typographic and other minor errors or defects in any such facsimile signature shall not be required to be) impressed, affixed, imprinted affect the validity or reproduced on enforceability of any Security which has been authenticated and delivered by the Notes and may be in facsimile formTrustee. If an Officer of the Company whose signature is on a Note Security no longer holds that office at the time the Note is authenticatedTrustee authenticates the Security, the Note Security shall be valid nevertheless. A Note Security 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, which Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Note Security has been authenticated under the this Indenture. The Trustee shall authenticate (i) and make available for delivery Securities for original issue on the Initial Issue Date, Series A Notes in the an aggregate principal amount of $175,000,000, (ii) Exchange 240,000,000 of the 3.0% Notes for original issue, pursuant to any Exchange Offer or Private Exchange, for a like due 2010 and an aggregate principal amount of Series A $240,000,000 of the 4.0% Notes and (iii) any amount due 2013 upon receipt of additional Notes specified by the Company, in each case, upon a written order or orders of the Company Obligors signed by one an Officer of the CompanyObligors (an "OBLIGORS ORDER"). Such order The Obligors Order shall specify (a) the amount of the Notes Securities to be authenticated in each series, shall provide that all such Securities will be represented by a Restricted Global Security and the date of on which each original issue thereof, and (b) whether the Notes are Series A Notes or Exchange Notesof Securities is to be authenticated. The aggregate principal amount of Notes of any series Securities outstanding at any time of either series may not exceed the aggregate principal amount of Notes of such series authorized for issuance by amounts in the Company pursuant to one or more written orders of the Companyforegoing sentence, except as provided in Section 2.08 hereof2.7. Subject to The 3.0% Notes due 2010 and the foregoing4.0% 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 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 acceptable to the Company Obligors to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, Obligors or an Affiliate of any of themthe Obligors. The Series A Notes and the Exchange Notes Securities shall be considered collectively to be a single class for all purposes issuable only in registered form without coupons and only in denominations of the Indenture, including, without limitation, waivers, amendments, redemptions $1,000 principal amount and offers to purchaseany integral multiple thereof.

Appears in 2 contracts

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

Execution and Authentication. One The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Company 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 on behalf of for the Company Issuer by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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 TrusteeTrustee manually, which 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 the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 2 contracts

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

Execution and Authentication. One Officer Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid neverthelessvalid. 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Initial Issue Date, Series A Notes Date 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, 775,000,000 upon a written order of the Company signed 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 one Officer the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the CompanyCompany in the form of an Officers’ Certificate. Such order Each such Officers’ Certificate shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereof, and (b) whether on which 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 limitedauthenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company, or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes issuable only in registered form without coupons in denominations of the Indenture, including, without limitation, waivers, amendments, redemptions $1,000 and offers to purchaseintegral multiples thereof.

Appears in 2 contracts

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

Execution and Authentication. One Officer of the Company The Notes shall sign the Notes be executed on behalf of the Company Issuers by two Officers of each Issuer or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual 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 formfacsimile. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under valid until the Indenture or be valid or obligatory for any purpose until authenticated by Trustee manually signs the manual signature certificate of an authorized signatory of authentication on the Trustee, which Note. Such signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Initial Issue Date, Series A Notes Date in the an amount not to exceed $150,000,000 aggregate principal amount of $175,000,000upon a Company Request, and (ii) Exchange any Payment-in-Kind Notes as a result of PIK Interest for original issue, pursuant to any Exchange Offer or Private Exchange, for a like an aggregate principal amount of Series A specified in such Company Request for such Payment-in-Kind Notes and (iii) any amount of additional Notes specified by the Company, in each case, upon a written order of the issued hereunder. Each such Company signed by one Officer of the Company. Such order Request shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereofon which the Notes are to be authenticated, and (b) whether the Notes are Series A to be Payment-in-Kind Notes and whether the Notes or Exchange Payment-in-Kind 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 , as applicable, are 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 as Definitive Notes or Global Notes or such other information as the Indenture shall not be limitedTrustee may reasonably request. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Company, Issuers or an Affiliate of any of themAffiliate. The Series A Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, 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 Exchange Notes Trustee or if the Trustee in good faith shall be considered collectively determine that such action would expose the Trustee to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers personal liability to purchaseexisting Noteholders.

Appears in 2 contracts

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

Execution and Authentication. 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 of the Company shall sign the Notes on behalf of the Company for each Issuer by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedFirst Lien Trustee authenticates the Note, the Note shall be valid 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, which 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 the this Indenture. The First Lien 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 appoint 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 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 the this Indenture to authentication by the First Lien Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 2 contracts

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

Execution and Authentication. 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 of the Company shall sign the Notes on behalf for each of the Company Issuers by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 2 contracts

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

Execution and Authentication. One Officer of the Company The Notes shall sign the Notes be executed on behalf of each Issuer by any one of the Company following: its Chairman, Chief Executive Officer, President or Chief Financial Officer and attested by manual any of the aforementioned Officers other than the Officer who executed the Notes or facsimile signatureany other Person authorized for such purpose. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced signature of any of these officers on the Notes and may be in facsimile formmanual or facsimile. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. 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 a duly authorized signatory of the Trustee, which . Such signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate (i) for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount of $175,000,000Notes that may be authenticated and delivered under this Indenture is unlimited. The Issuers may, (ii) Exchange 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 original issueall purposes under this Indenture. At any time and from time to time after the execution of this Indenture, 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 caseTrustee shall, upon receipt of a written order of the Company Issuers signed by one Officer two Officers of the Companyeach Issuer (an "AUTHENTICATION ORDER"), authenticate Notes for original issue in an aggregate principal amount specified in such Authentication Order. Such order The Authentication Order shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereof, and (b) whether on which 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 limitedauthenticated. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, Holders or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseIssuers.

Appears in 2 contracts

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

Execution and Authentication. One (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 of the Company shall sign the Notes on behalf of Securities for the Company by manual or facsimile signature. The Company's seal may be (but Typographic and other minor errors or defects in any such facsimile signature shall not be required to beaffect the validity or enforceability of any Security that has been authenticated and delivered by the Trustee. (c) impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note Security no longer holds that office at the time the Note is authenticatedTrustee authenticates the Security, the Note Security shall be valid nevertheless. . (d) A Note Security 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, which Trustee by manual or facsimile signature signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Note Security has been authenticated under the this Indenture. . (e) The Trustee shall authenticate (i) and make available for delivery Securities 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 350,000,000 upon receipt of Series A Notes and (iii) any amount of additional Notes specified by the Company, in each case, upon a written order or orders of the Company signed by one an Officer of the CompanyCompany (a “Company Order”). Such 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 (a) the amount of the Notes Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date of on which each original issue thereof, and of Securities is to be authenticated. (bf) whether The Trustee shall act as the Notes are Series A Notes or Exchange Notesinitial authenticating agent. 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 foregoingThereafter, 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 acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, Company or an Affiliate of any of them. the Company. (g) The Series A Notes and the Exchange Notes Securities shall be considered collectively to be a single class for all purposes issuable only in registered form without coupons and only in denominations of the Indenture$1,000 principal amount and any integral multiple thereof and, includingif PIK Interest is paid, without limitation, waivers, amendments, redemptions and offers to purchasein 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. 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 of the Company shall sign the Notes on behalf for each of the Company Issuers by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 2 contracts

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

Execution and Authentication. One (a) At least one Officer of the Company shall sign execute the Notes on behalf of the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be entitled to any benefit under the 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, which . The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On 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 caseTrustee shall, upon receipt of a written order of the Company signed by one 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. Such order shall specify (a) Company addressing such matters as the amount Trustee may reasonably request in connection with such authentication of the Notes to be authenticated and the date of original issue thereof, and (b) whether the Notes are Series A Notes or Exchange such Notes. The 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 of specified in such Authentication Order for such Additional 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. hereunder. (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with holders, the Company, Company 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 themthe foregoing in accordance with this Indenture. The Series A 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 Exchange Notes shall be considered collectively Company may determine to be a single class for all purposes of include or the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseTrustee may reasonably request.

Appears in 2 contracts

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

Execution and Authentication. 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 $800,000,000, (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 of the Company shall sign the Notes on behalf for each of the Company Issuers by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 one or more authenticating agent agents reasonably acceptable to the Company MHGE 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 MHGE Holdings. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 2 contracts

Sources: Indenture (McGraw-Hill Interamericana, Inc.), Indenture (McGraw-Hill Global Education LLC)

Execution and Authentication. One At least one Officer of the Company shall must sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will 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, which . The signature shall will be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate (i) for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount of $175,000,000Notes which may be authenticated under this Indenture is unlimited. The Company may, (ii) Exchange 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 case of Additional Notes having the same “CUSIP” number as the Notes issued on the date hereof, such Additional Notes will be fungible with all other Notes for original issueU.S. federal income tax purposes. At any time and from time to time after the execution of this Indenture, 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 caseTrustee will, upon receipt of a written order of the Company signed by at least one Officer of the Company. Such order shall specify Company (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 (b) Additional Notes in such amounts as may be specified from time to time without limit, so long as such issuance is permitted under Article IV of this Indenture and applicable law. The Authentication Order will specify the amount of the Notes to be authenticated and the date of original issue thereof, and (b) whether on which 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 limitedauthenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or the Company, Company or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseCompany.

Appears in 2 contracts

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

Execution and Authentication. One 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 on behalf of for the Company by manual or facsimile PDF 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which 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 the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 2 contracts

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

Execution and Authentication. 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 of the Company shall sign the Notes on behalf of for the Company Issuer by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 2 contracts

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

Execution and Authentication. One At least one Officer of the Company shall must sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will 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, which . The signature shall will be conclusive evidence that the Note has been authenticated under the this 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 casewill, upon receipt of a written order of the Company signed by one Officer two Officers (an “Authentication Order”), authenticate Notes for (i) original issue, up to the aggregate principal amount stated in paragraph 4 of the Company. Such order shall specify (a) the amount back of the Notes and (ii) Additional Notes in such amounts as may be specified from time to be authenticated 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 original issue thereof, issuance of such Additional Notes and (b2) whether payable on the first Interest Payment Date following the date of issuance. The Notes are Series A and any Additional Notes or Exchange Noteswill 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 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 CompanyAuthentication Orders, except as provided in Section 2.08 2.07 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 acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, Holders or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseCompany.

Appears in 2 contracts

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

Execution and Authentication. One At least one Officer of the Company shall sign execute the Notes on behalf of the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of an authorized signatory of the Trustee, which Trustee or Authentication Agent. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under the this Indenture. The Trustee shall authenticate (i) for original issue on On the Initial Issue Date, Series A 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 the an aggregate principal amount to be determined at the time 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 issuance specified by the Company, in each case, upon a written order of the Company signed by one Officer of the Companytherein. Such order Authentication Order shall specify (a) the amount of the Notes to be authenticated and and, in the date of original issue thereof, and (b) whether the Notes are Series A Notes or Exchange Notes. The aggregate principal amount of Notes case of any series outstanding at any time may not exceed the aggregate principal amount issuance of Additional Notes of such series authorized for issuance by the Company pursuant to one or more written orders of the CompanySection 2.01, except as provided shall certify that such issuance is in compliance with 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 limited4.03 and Section 4.06. The Trustee may appoint an authenticating authentication agent acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating authentication agent has the same rights as an Agent to deal with the Company, Holders or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseCompany.

Appears in 2 contracts

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

Execution and Authentication. One An Officer of the Company shall must sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on If the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual or facsimile signature of an authorized signatory of the Trustee, which Trustee or Authentication Agent. The signature shall will be conclusive evidence that the Note has been authenticated under the this Indenture. The On the Issue Date, the Trustee shall (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 (i) the Initial Notes for original issue on the Initial Issue Date, Series A Notes up to £150,000,000 in the aggregate principal amount of $175,000,000Notes and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Trustee (iior the Authentication Agent) Exchange shall authenticate Additional Notes for original issue, or Definitive Notes issued 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 CompanySection 2.06 hereof, 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 an aggregate principal amount of Notes of any series outstanding at any time may not exceed 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 series authorized for issuance by Notes shall accrue, whether the Company pursuant Notes are to one be issued as definitive Notes or more written orders 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 Company, except as provided examination or investigation on which the statements set forth 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 limitedAuthentication Order are based. The Trustee may appoint an authenticating agent (the “Authentication Agent”) acceptable to the Company Issuer to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agentAuthentication Agent. An authenticating agent Any Authentication Agent has the same rights as an any other Agent to deal with the Company, Holders or an Affiliate of any of themthe Issuer. The Series A Notes and the Exchange Notes Any such appointment shall be considered collectively evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseIssuer.

Appears in 1 contract

Sources: Indenture (Encore Capital Group Inc)

Execution and Authentication. One Officer of the Company Two Officers shall sign execute the Notes on behalf of the Company by either manual or facsimile signature. The Company's seal may be (but Guarantors shall not be required to be) impressed, affixed, imprinted or reproduced on execute the Notes and may be Guarantees in facsimile formthe manner set forth in Article XI. If an Officer of the Company a Person whose signature is on a Note as an Officer no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under valid until the Indenture or be valid or obligatory for any purpose until authenticated by Trustee manually signs the manual signature certificate of an authorized signatory of authentication on the Trustee, which Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Each Note shall be dated the Indenturedate of its authentication. The Trustee shall authenticate (i) Series A Notes for original issue on the Initial Issue Date, Series A Notes from time to time in the aggregate principal amount not to exceed $293,500,000, upon receipt of $175,000,000an Officers’ Certificate. In addition, (ii) Exchange the Trustee or an authenticating agent shall authenticate Series B Notes for original issue, to the extent issued 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 terms of the Company signed by one Officer Registration Rights Agreement upon receipt 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 Notesan Officers’ Certificate. 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, $293,500,000 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 limited2.7. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in the this Indenture to authentication by the Trustee includes authentication by such 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, Company or an with any Affiliate of any of themthe Company. The Series A Notes and the Exchange Notes shall be considered collectively 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 a single class for all purposes increased or decreased by adjustments made on the records of the IndentureTrustee, includingas custodian for the Depository, without limitation, waivers, amendments, redemptions as hereinafter provided. Notes offered and offers to purchasesold 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. 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 of the Company or authorized signatory shall sign the Notes on behalf of Securities for the Company Issuer by manual 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 form. If an Officer of the Company or authorized signatory whose signature is on a Note Security no longer holds that office at the time the Note is authenticatedTrustee authenticates the Security, the Note Security shall be valid nevertheless. A Note Security 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, which Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Note Security has been authenticated under the this 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 one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate Notesthe Securities. 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Senior Notes Indenture (RenPac Holdings Inc.)

Execution and Authentication. One An Officer of the Company shall sign the Notes on behalf of for the Company by manual or facsimile signature. The Company's seal may be (but Typographic and other minor errors or defects in any such facsimile signature shall not be required to be) impressed, affixed, imprinted affect the validity or reproduced on enforceability of any Note which has been authenticated and delivered by the Notes and may be in facsimile formTrustee. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee signs manually or by facsimile the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate (i) and make available for delivery Notes for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount of $175,000,000, [ ] (iior up to $[ ] to the extent the Underwriters exercise their over-allotment option under the Underwriting Agreement in full) Exchange Notes for original issue, pursuant to any Exchange Offer or Private Exchange, for a like principal amount upon receipt of Series A Notes and (iii) any amount of additional Notes specified by the Company, in each case, upon a written order or orders of the Company signed by one an Officer of the CompanyCompany (a “Company Order”). Such order The Company Order shall specify (a) the amount of the Notes to be authenticated authenticated, shall provide that all such Notes will be represented by a Global Note and the date of on which each original issue thereof, and (b) whether the of Notes are Series A Notes or Exchange Notesis to be authenticated. The initial aggregate principal amount of Notes of any series outstanding at any time may not exceed $[ ] (or $[ ] to the aggregate principal amount of Notes of such series authorized for issuance by extent the Company pursuant to one or more written orders of Underwriters exercise their over-allotment option under the Company, Underwriting Agreement in full) except as provided in Section 2.08 hereof2.07. Subject to The Trustee shall act as the foregoinginitial authenticating agent. Thereafter, 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 acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, Company or an Affiliate of any of themthe Company. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes issuable only in registered form without coupons and only in denominations of the Indenture, including, without limitation, waivers, amendments, redemptions $1,000 principal amount and offers to purchaseany integral multiple thereof.

Appears in 1 contract

Sources: Indenture (Wright Medical Group Inc)

Execution and Authentication. 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 of the Company shall sign the Notes on behalf for each of the Company Issuers by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (Athlon Energy Inc.)

Execution and Authentication. 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 the Company each Issuer shall sign the Senior Secured Notes on behalf of for the Company Issuers by manual 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 form. If an Officer of the Company or authorized signatory whose signature is on a Senior Secured Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Senior Secured Note, the Senior Secured Note shall be valid nevertheless. Prior to authentication of the Senior Secured Notes, the Trustee shall be entitled to receive the Officer’s Certificate and Opinion of Counsel required pursuant to Sections 13.03 and 13.04. A Senior Secured 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, which 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 the this Senior Secured Notes 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 one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate Notesthe Senior 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 the this Senior Secured Notes Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

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

Execution and Authentication. (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 Company, shall sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note 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 Note is authenticatedTrustee authenticates the Note, the Note shall be valid nevertheless. . (b) 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, which Trustee manually 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. (c) At any time and from time to time after the execution and delivery of this Indenture. The , the Trustee shall authenticate (i) and make available for original issue on the Initial Issue Date, Series A delivery 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 two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (the “Company Order”). Such order A Company Order shall specify (a) the amount of the Notes to be authenticated and the date of on which the 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 is 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. 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 the this Indenture to authentication by the Trustee includes authentication by such 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 CompanyTrustee pursuant to Article IV, any of the Notes authenticated or an Affiliate 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 of them. The Series A Notes and Notes, such Surviving Entity, at the Exchange Notes shall be considered collectively to be a single class for all purposes option of the IndentureHolders but without expense to them, including, without limitation, waivers, amendments, redemptions shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and offers to purchasedelivered in such new name.

Appears in 1 contract

Sources: Indenture (Homex Development Corp.)

Execution and Authentication. One (a) At least one Officer of the Company shall sign execute the Notes on behalf of the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be entitled to any benefit under the 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, which . The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On 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 caseTrustee shall, upon receipt of a written order of the Company signed by one an Officer of (an “Authentication Order”), authenticate and deliver 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 Initial Notes. The 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 of specified in such Authentication Order for such Additional 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. hereunder. (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company, Company 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 themthe foregoing in accordance with this Indenture. The Series A Such order shall specify the amount of the Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes authenticated, the date on which the original issue of Notes is to be authenticated and whether the IndentureNotes are to be Initial Notes, including, without limitation, waivers, amendments, redemptions and offers to purchaseAdditional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Senior Notes Indenture (Brinker International Inc)

Execution and Authentication. 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 of the Company shall sign the Notes on behalf for each of the Company Issuer by manual manual, electronic 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (Adtalem Global Education Inc.)

Execution and Authentication. One At least one Officer of the Company shall sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. 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, which . 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 and such Additional Notes being fungible with the previously issued Notes for federal income tax purposes, issue Additional Notes under this Indenture, including Exchange Notes. The Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture. 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 caseshall, upon a written order of the Company signed by one Officer two Officers of the CompanyCompany (an “Authentication Order”), authenticate Notes for original issue on the date hereof of $150.0 million. Such order At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of an Authentication Order, authenticate Notes for original issue in an aggregate principal amount specified in such Authentication Order. The Authentication Order shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereof, and (b) whether on which 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 limitedauthenticated. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, Holders or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseCompany.

Appears in 1 contract

Sources: Indenture (Ikon Office Solutions Inc)

Execution and Authentication. One Officer 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 $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 principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (Momentive Performance Materials Inc.)

Execution and Authentication. One An Officer of the Company shall sign the Notes on behalf of for the Company by manual or facsimile signature. The Company's seal may be (but Typographic and other minor errors or defects in any such facsimile signature shall not be required to be) impressed, affixed, imprinted affect the validity or reproduced on enforceability of any Note which has been authenticated and delivered by the Notes and may be in facsimile formTrustee. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee signs manually or by facsimile the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate (i) and make available for delivery Notes for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount of $175,000,000, 175,000,000 (iior up to $200,000,000 to the extent the Underwriters exercise their over-allotment option under the Underwriting Agreement in full) Exchange Notes for original issue, pursuant to any Exchange Offer or Private Exchange, for a like principal amount upon receipt of Series A Notes and (iii) any amount of additional Notes specified by the Company, in each case, upon a written order or orders of the Company signed by one an Officer of the CompanyCompany (a “Company Order”). Such order The Company Order shall specify (a) the amount of the Notes to be authenticated authenticated, shall provide that all such Notes will be represented by a Global Note and the date of on which each original issue thereof, and (b) whether the of Notes are Series A Notes or Exchange Notesis to be authenticated. The initial aggregate principal amount of Notes of any series outstanding at any time may not exceed $175,000,000 (or $200,000,000 to the aggregate principal amount of Notes of such series authorized for issuance by extent the Company pursuant to one or more written orders of Underwriters exercise their over-allotment option under the Company, Underwriting Agreement in full) except as provided in Section 2.08 hereof2.07. Subject to The Trustee shall act as the foregoinginitial authenticating agent. Thereafter, 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 acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, Company or an Affiliate of any of themthe Company. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes issuable only in registered form without coupons and only in denominations of the Indenture, including, without limitation, waivers, amendments, redemptions $1,000 principal amount and offers to purchaseany integral multiple thereof.

Appears in 1 contract

Sources: Indenture (Wright Medical Group Inc)

Execution and Authentication. 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 $2,000,000,000, (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 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 of the Company shall sign the Notes on behalf for each of the Company Issuers by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (MBOW Four Star, L.L.C.)

Execution and Authentication. One 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 $600,000,000 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 on behalf of for the Company by manual or facsimile PDF 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which 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 the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (MULTI COLOR Corp)

Execution and Authentication. One An Officer of the Company shall sign the Notes on behalf of for the Company by manual manual, facsimile or facsimile electronic image scan (e.g., pdf) 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 form. 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 Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $700,000,000 (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 the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 the 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 an Affiliate of any of them. The Series A Notes Company and the Exchange Notes shall be considered collectively to be a single class for all purposes Affiliates of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseCompany.

Appears in 1 contract

Sources: Indenture (Starwood Property Trust, Inc.)

Execution and Authentication. One (a) At least one Officer of the Company shall sign execute the Notes on behalf of the Company by manual manual, electronic 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A or Exhibit B, as applicable, attached hereto by the manual signature of an authorized signatory of the Trustee, which . The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On 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 caseTrustee shall, upon receipt of a written order of the Company signed by one an Officer of (an “Authentication Order”), authenticate and deliver 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 Initial Notes. The 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 of specified in such Authentication Order for such Additional 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. hereunder. (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company, Company or an Affiliate of the Company. (e) The Trustee shall authenticate and make available for delivery upon a written Authentication 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 $400,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of themthe foregoing in accordance with this Indenture. The Series A Such Authentication Order shall specify the amount of the Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes authenticated, the date on which the original issue of Notes is to be authenticated and whether the IndentureNotes are to be Initial Notes, including, without limitation, waivers, amendments, redemptions and offers to purchaseAdditional Notes or Unrestricted Global Notes.

Appears in 1 contract

Sources: Senior Notes Indenture (Kosmos Energy Ltd.)

Execution and Authentication. (a) One Officer of the Company or more Officers shall sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid nevertheless. . (b) 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, which Trustee manually 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. (c) At any time and from time to time after the execution and delivery of this Indenture. The , the Trustee shall authenticate (i) and make available for original issue on the Initial Issue Date, Series A delivery 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 an Officer of the CompanyCompany (the “Company Order”). Such order A Company Order shall specify (a) the amount of the Notes to be authenticated and the date of on which the 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 is 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. 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 the this Indenture to authentication by the Trustee includes authentication by such 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 CompanyTrustee pursuant to Article IV, any of the Notes authenticated or an Affiliate 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 of them. The Series A Notes and Notes, such Surviving Entity, at the Exchange Notes shall be considered collectively to be a single class for all purposes option of the IndentureHolders but without expense to them, including, without limitation, waivers, amendments, redemptions shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and offers to purchasedelivered in such new name.

Appears in 1 contract

Sources: Indenture

Execution and Authentication. One Officer of the Company The Notes shall sign the Notes be executed on behalf of the Company Issuers by two Officers of each of the Issuers or an Officer and the Secretary of each of the Issuers. Such signature may be either manual 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 formfacsimile. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under valid until the Indenture or be valid or obligatory for any purpose until authenticated by Trustee manually signs the manual signature certificate of an authorized signatory of authentication on the Trustee, which Note. Such signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee or an authenticating agent shall authenticate (i) Initial Notes for original issue on the Initial Issue Date, Series A Notes Date in the aggregate principal amount of $175,000,000, 220,000,000 and (ii) Exchange Notes from time to time for original issue, pursuant to any Exchange Offer or Private Exchange, issue only in exchange for a like principal amount of Series A Notes and (iii) any amount of additional Notes specified by the CompanyInitial Notes, in each casecase upon receipt of an authentication order in the form of an Officers' Certificate. The Trustee shall authenticate Additional Notes thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, 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 including, without limitation, Section 4.06), and the date of original issue thereof, and (b) whether the Notes are Series A Notes or Exchange Notes. The aggregate same principal amount of Exchange Notes in exchange therefor, in each case upon receipt of any an authentication order in the form of an Officers' Certificate. Exchange Notes may have such distinctive series outstanding at any time may not exceed designation and "CUSIP" numbers as and such changes in the aggregate principal amount of form thereof as are specified in the Officers' Certificate referred to in the preceding sentence. Exchange Notes of such series authorized for issuance by the Company issued pursuant to one or more written orders of a Registered Exchange (as defined in 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 Registration Rights Agreement) shall not bear the Private Placement Legend. The Notes shall be limitedissuable only in registered form without coupons and only in denominations of $1,000 and integral multiples thereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless limited Any such appointment shall be evidenced by an instrument signed by an authorized officer of the terms Trustee, a copy of such appointment, an which shall be furnished to the Issuers. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Company, Issuers or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseeither Issuer.

Appears in 1 contract

Sources: Indenture (Business Sound Inc)

Execution and Authentication. One Officer Two Officers of the Company shall sign the Notes on behalf of each Note for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. The Company's seal shall be reproduced on each Note. Each Subsidiary Guarantor shall execute the Subsidiary Guarantee in the manner set forth in Section 11.06. 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, which and the Trustee's signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate (i) for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount form of $175,000,000, (ii) Exchange Notes for original issue, pursuant Trustee's certificate of authentication to any Exchange Offer or Private Exchange, for a like principal amount of Series A Notes and (iii) any amount of additional Notes specified be borne by the Company, Notes shall be substantially as set forth 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 limitedExhibit A-1. The Trustee may appoint an authenticating agent ----------- acceptable to the Company to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, Company or an Affiliate of any of themits Affiliates. The Trustee shall authenticate (i) Series A Notes for original issue in the aggregate principal amount of $200,000,000 and (ii) Series B Notes from time to time for issue only in exchange for a like principal amount of Series A Notes, in each case upon receipt of a written order of the Company 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 Exchange date on which the Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed $200,000,000, except as provided in Section 2.07. 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. The Trustee shall not be required to authenticate or to cause an authenticating agent to authenticate any Notes if the issue of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Notes or this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not be lawfully taken. The Notes shall be considered collectively to be a single class for all purposes issuable only in registered form without coupons in denominations of the Indenture, including, without limitation, waivers, amendments, redemptions $1,000 and offers to purchaseany integral multiple thereof.

Appears in 1 contract

Sources: Indenture (Young Broadcasting Inc /De/)

Execution and Authentication. One 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 $135,000,000 and (b) subject to the terms of this Indenture, any PIK 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 Notes 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 PIK Notes, as applicable, 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 PIK Notes, as applicable, after the Issue Date shall be in a principal amount of at least $1.00 and integral multiples of $1.00 in excess thereof. One Officer shall sign the Notes on behalf of for the Company by manual or facsimile PDF 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which 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 the this 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 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 Responsible 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (TheRealReal, Inc.)

Execution and Authentication. One Officer of the Company each Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes on behalf of the Company for such Issuer by manual 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 form. 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 Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate (i) for original issue Original Notes on the Initial Issue Date, Series A Notes Date in the aggregate principal amount of $175,000,000, 225,000,000 and (ii) Exchange Notes from time to time for original issue, pursuant to any Exchange Offer or Private Exchange, issue in exchange for a like principal amount of Series A Notes and (iii) any amount of additional Notes specified by the CompanyOriginal Notes, in each case, case upon a written order of each Issuer in the Company signed form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Notes thereafter in unlimited amount (so long as not otherwise prohibited by one Officer the terms of this Indenture, including Section 4.10) and the Companysame principal amount of Exchange Notes in exchange therefor upon a written order of each Issuer in the form of an Officers’ Certificate. Such order Each such Officers’ Certificate shall specify (a) the amount of the Notes to be authenticated and authenticated, the date of original issue thereof, and (b) whether on which the Notes are Series A Notes or Exchange to be authenticated and, in the case of Additional 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 issue price 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 limitedNotes. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, or an Affiliate Issuers and Affiliates of any of themthe Issuers. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes issuable only in registered form without coupons in denominations of the Indenture, including, without limitation, waivers, amendments, redemptions $2,000 and offers to purchaseintegral multiples of $1,000 in excess thereof.

Appears in 1 contract

Sources: Indenture (Universal City Travel Partners)

Execution and Authentication. One Officer On the Issue Date, the Trustee shall authenticate and deliver $125.0 million of 11% Senior Subordinated Notes Due 2012 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and an Assistant Secretary of the Company (each an "Authentication Order"). 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, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Notes shall be issued only in registered form, without coupons and only in denominations of $1,000 and any integral multiple thereof. Two Officers shall sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 one or more authenticating agent agents 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an the Registrar, or any 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 CompanyDepository or the Common Depository (as defined in the Appendix), or an Affiliate of any of them. The Series A Notes as the case may be, in the form provided by the Company and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseact in accordance with such letter.

Appears in 1 contract

Sources: Indenture (Spheris Leasing LLC)

Execution and Authentication. One Officer of the Company Two Officers shall sign the Notes on behalf of Securities for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note Security no longer holds that office at the time the Note is authenticatedTrustee authenticates the Security, the Note Security shall be valid nevertheless. A Note Security 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, which Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. The Trustee shall authenticate and make available for delivery upon a Company Order (i) Initial Notes for original issue on the Initial Issue Date, Series A Notes date hereof in the an aggregate principal amount of $175,000,000, (ii) subject to Section 4.03, Additional Notes in an aggregate principal amount of up to $100,000,000 and (iii) Exchange Notes for original issue, issue only pursuant to any Exchange Offer or Private Exchange, a Registration Rights Agreement and for Initial Notes for a like principal amount of Series A Initial 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 Companyexchanged pursuant thereto. Such order Company Order shall specify (a) the amount of the Notes Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and the date of original issue thereof, and (b) whether the Notes Securities are Series A to be Initial Notes, Additional Notes or Exchange Notes. The aggregate principal amount of Notes of any series Securities 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$275,000,000, 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 limited2.06. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notesthe Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (Us Can Corp)

Execution and Authentication. One (a) At least one Officer of the Company shall sign execute the Notes on behalf of the Company by manual manual, facsimile or facsimile other electronic 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be entitled to any benefit under the 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, which . The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On 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 caseTrustee shall, upon receipt of a written order of the Company signed by one 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 the Companyan Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. Such order Each Authentication Order shall specify (a) the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated and authenticated, the date of on which the original issue thereofof Notes is to be authenticated, and (b) whether the registered holder of each of 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. and delivery instructions. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company, Company 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 $400,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any other Unrestricted Global Notes issued in exchange for any of themthe foregoing in accordance with this Indenture. The Series A Such order shall specify the amount of the Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes authenticated, the date on which the original issue of Notes is to be authenticated and whether the IndentureNotes are to be Initial Notes, including, without limitation, waivers, amendments, redemptions and offers to purchaseAdditional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Senior Notes Indenture (Mativ Holdings, Inc.)

Execution and Authentication. 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”) Initial Notes for original issue on the date hereof in an aggregate principal amount of $650,000,000. 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. 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 of the Company shall sign the Notes on behalf of the Company for each Issuer by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedFirst Lien Trustee authenticates the Note, the Note shall be valid 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, which 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 the this Indenture. The First Lien 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 appoint 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 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 the this Indenture to authentication by the First Lien Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (Mallinckrodt PLC)

Execution and Authentication. One (a) An Officer of the Company shall sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid nevertheless. . (b) 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, which Trustee manually 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. (c) At any time and from time to time after the execution and delivery of this Indenture. The , the Trustee shall authenticate (i) and make available for original issue on the Initial Issue Date, Series A delivery 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 an Officer of the CompanyCompany (the “Company Order”), provided that the Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel of the Company addressing such matters as the Trustee may reasonably request. Such order A Company Order shall specify (a) the amount of the Notes to be authenticated and the date of on which the 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 is 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. 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 the this Indenture to authentication by the Trustee includes authentication by such 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 CompanyTrustee pursuant to Article Four, any of the Notes authenticated or an Affiliate 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 of them. The Series A Notes and Notes, such Surviving Entity, at the Exchange Notes shall be considered collectively to be a single class for all purposes option of the IndentureHolders but without expense to them, including, without limitation, waivers, amendments, redemptions shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and offers to purchasedelivered in such new name.

Appears in 1 contract

Sources: Indenture (Yojne S.A.)

Execution and Authentication. One Officer of the Company shall sign the Notes on behalf of for the Company by manual or facsimile signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on If the Notes and may be in facsimile form. If an Officer of the Company Officers whose signature is are on a Note no longer holds that such office at the time the Note is authenticatedTrustee or Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under valid until an authorized officer of the Indenture Trustee or be valid or obligatory for any purpose until authenticated by the manual Authenticating Agent manually authenticates the Note. The signature of an authorized signatory of the Trustee, which signature Trustee or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under the this Indenture. The Trustee A Note shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Authenticating Agent shall authenticate and make available for delivery: (i1) Initial Notes for original issue on the Initial Issue Date, Series A Notes Date in the an aggregate principal amount of $175,000,000950,000,000 and (2) subject to the terms of this Indenture, (ii) Exchange Additional Notes for original issue, pursuant to any Exchange Offer or Private Exchange, for a like issue in an unlimited principal amount of Series A Notes and (iii) any amount of additional Notes specified by the Companyamount, in each case, case upon a written order of the Company signed by one Officer of (the Company“Issuer Order”). Such order Issuer Order shall specify (a) whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated and authenticated, the date of on which the original issue thereofof Notes is to be authenticated, the holder of the Notes and (b) whether the Notes are Series A to be Initial Notes or Exchange Additional 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 (the “Authenticating Agent”) reasonably acceptable to the Company 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 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 the this Indenture to authentication by the Trustee includes authentication by such 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 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 CompanyTrustee pursuant to Article IV, any of the Notes authenticated or an Affiliate 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 of them. The Series A Notes and Notes, such successor Person, at the Exchange Notes shall be considered collectively to be a single class for all purposes option of the IndentureHolders but without expense to them, including, without limitation, waivers, amendments, redemptions shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and offers to purchasedelivered in such new name.

Appears in 1 contract

Sources: Indenture (KAR Auction Services, Inc.)

Execution and Authentication. One 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 on behalf of for the Company by manual or facsimile electronic (including PDF) 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which 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 the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (XPO, Inc.)

Execution and Authentication. One Officer An authorized member of the Company Issuers’ boards of directors or an executive officer of the Issuers shall sign the Notes on behalf of the Company Issuers by manual 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 form. If an Officer authorized member of either of the Company Issuers’ boards of directors or an executive officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Issuers shall execute and, upon receipt of an Issuers Order, the Trustee shall authenticate (iwhether itself or via the authenticating agent) (a) Original Notes, on the date hereof, for original issue on the Initial Issue Date, Series A Notes in the up to an 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, £400,000,000 and (b) whether 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 Series A Notes or Exchange Notes. The aggregate principal amount of Notes of not fungible with any series outstanding at any time 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 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 limitedbe. 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 the this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Company, Issuers or an Affiliate of any of themthe Issuers. The Series A Trustee shall have the right to decline to authenticate and deliver any Notes and under this Section 2.02 if the Exchange Notes Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall be considered collectively determine that such action would expose the Trustee to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers personal liability to purchaseexisting Holders.

Appears in 1 contract

Sources: Indenture (Ardagh Group S.A.)

Execution and Authentication. One Officer Two Officers of each of the Company Issuers shall sign the Notes on behalf of for the Company Issuers by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. 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 the Trustee. The signature of the Trustee, which signature Trustee shall be conclusive evidence that the Note has been authenticated under the 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 shall, upon a Company Order, authenticate (i) for original issue on the Initial Issue Date, Series A Notes in the any 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 Notesamount. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. Subject to Section 4.9, additional Notes may be issued hereunder from time to time, without the consent of any series outstanding at any time may not exceed the Holders of previously issued Notes, in an aggregate principal amount of Notes of such series authorized for issuance to be determined from time to time by the Company pursuant to one or more written orders Issuers; provided that, additional Notes may not be issued with original issue discount as determined under section 1271 et seq. 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 limitedCode. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in the this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, Issuers or an Affiliate of any of themthe Issuers. The Series A Notes Issuers, the Trustee and any agent of the Issuers 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 Exchange 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 Issuers, the Trustee nor any agent of the Issuers or the Trustee shall be considered collectively affected by notice to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasecontrary.

Appears in 1 contract

Sources: Indenture (Majestic Star Casino LLC)

Execution and Authentication. One An Officer of the Company shall must sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on If the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual or facsimile signature of an authorized signatory of the Trustee, which Trustee or Authentication Agent. The signature shall will be conclusive evidence that the Note has been authenticated under the this Indenture. The On the Issue Date, the Trustee shall (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 (i) for original issue on the Initial Issue Date, Series A Notes €310,000,000 in the aggregate principal amount of $175,000,000Notes and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Trustee (iior the Authentication Agent) Exchange shall authenticate Additional Notes for original issue, or Definitive Notes issued 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 CompanySection 2.06, 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 an aggregate principal amount of Notes of any series outstanding at any time may not exceed 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 series authorized for issuance by Notes shall accrue, whether the Company pursuant Notes are to one be issued as definitive Notes or more written orders 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 Company, except as provided examination or investigation on which the statements set forth 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 limitedAuthentication Order are based. The Trustee may appoint an authenticating agent (the “Authentication Agent”) acceptable to the Company Issuer to authenticate 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 agent. Any Authentication Agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer. 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 Authentication Agent may authenticate Notes whenever the Trustee may do so. The Trustee appoints Citigroup Global Markets Deutschland AG as the Authentication Agent and Citigroup Global Markets Deutschland AG hereby accepts such appointment. The Issuer confirms this appointment as acceptable to it. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent Authentication Agent has the same rights as an Agent to deal with the Company, Holders or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseIssuer.

Appears in 1 contract

Sources: Indenture (Encore Capital Group Inc)

Execution and Authentication. One Officer of the Company The Notes shall sign the Notes be executed on behalf of the Company by two Officers by manual or facsimile signature. The Company's Notes shall be so executed under the corporate seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Notes and which may be in facsimile form) of the Company reproduced thereon. 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 or position at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate (i) Tranche A Notes for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount of $175,000,000, (ii) Exchange 150,000,000 and Tranche B Notes for an original issue, pursuant to any Exchange Offer or Private Exchange, for a like issue in the aggregate principal amount of Series $150,000,000, in each case upon receipt of a Company Order and Guarantor Order, each in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Tranche 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 Tranche B Notes to be authenticated authenticated, the type of Notes and the date on which the Notes of original issue thereofeach tranche are to be authenticated, and (b) whether the Notes of each tranche are Series A to be Definitive Notes or Exchange NotesGlobal Notes and whether or not the Notes of each tranche shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. The aggregate principal amount of Tranche A Notes of any series outstanding at any time may not exceed $150,000,000 and the aggregate principal amount of Tranche B Notes of such series authorized for issuance by the Company pursuant to outstanding at any one or more written orders of the Companytime may not exceed $150,000,000 except, except in each case, as provided in Section 2.08 hereof2.7. Subject to the foregoingUpon receipt of a Company Order, the aggregate principal amount Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of any series that may be issued under the Indenture shall not be limitedCompany. The Trustee may appoint an authenticating agent ("Authenticating Agent") reasonably acceptable to the Company and the Guarantor to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company, or an Affiliate the Guarantor and Affiliates of any of themthe Company and the Guarantor. The Series A Notes and Trustee hereby appoints The First National Bank of Chicago to be the Exchange Authenticating Agent on the Issuance Date. The Notes shall be considered collectively to issuable only in denominations of $1,000 and any multiple thereof. The Global Notes shall be a single class for all purposes of in bearer form without coupons and the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseDefinitive Notes shall be in registered form.

Appears in 1 contract

Sources: Indenture (Black & Decker Corp)

Execution and Authentication. One An Officer of the Company shall sign the Notes on behalf of for the Company by manual manual, facsimile or facsimile electronic image scan (e.g., pdf) 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 form. 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 Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $450,000,000 (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 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 the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the TrusteeTrustee signs the certificate of authentication on the Note by manual or electronic signature, which provided that any electronic signature is a true representation of the signer’s actual signature. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 the 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 an Affiliate of any of them. The Series A Notes Company and the Exchange Notes shall be considered collectively to be a single class for all purposes Affiliates of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseCompany.

Appears in 1 contract

Sources: Indenture (Blackstone Mortgage Trust, Inc.)

Execution and Authentication. One Officer An authorized member of the Company Issuer’s board of directors or an executive officer of the Issuer shall sign the Notes on behalf of the Company Issuer by manual 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 form. If an Officer authorized member of the Company Issuer’s board of directors or an executive officer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Upon receipt of an Issuer Order, the Issuer shall execute and the Trustee shall authenticate (ia) Initial Notes, on the date hereof, for original issue on the Initial Issue Date, Series A Notes in the up to an 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, 1,000,000,000 and (b) whether 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. Any issue of Additional Notes that is to utilize the same ISIN or CUSIP number as a Note already issued hereunder shall be effected in a manner and under circumstances whereby the Additional Notes are fungible for U.S. federal income tax purposes with 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 limitedpreviously issued. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer 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 the this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar Transfer Agent or Paying Agent to deal with the Company, Issuer or an Affiliate of any of themthe Issuer. The Series A Trustee shall have the right to decline to authenticate and deliver any Notes and under this Section 2.02 if the Exchange Notes Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall be considered collectively determine that such action would expose the Trustee to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasepersonal liability.

Appears in 1 contract

Sources: Indenture (Digicel Group LTD)

Execution and Authentication. One Officer of the Company The Securities shall sign the Notes be executed on behalf of the Company by any Officer. The signature of the Officer on the Securities may be manual 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 formfacsimile. If an Officer of the Company whose signature is on a Note Security no longer holds that office at the time the Note is authenticatedTrustee authenticates the Security, the Note Security shall be valid nevertheless. At any time after the execution and delivery of this Indenture, the Company may deliver Securities 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 Securities, and the Trustee, in accordance with such written order of the Company, shall authenticate and deliver such Securities. A Note Security 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, which Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Note Security has been authenticated under the this Indenture. The Securities shall originally be issued only in registered form without coupons and only in denominations of $1,000 of principal amount and any integral multiple thereof. The Trustee shall initially authenticate and deliver Securities for original issuance in an aggregate principal amount of $150,000,000, upon receipt of one or more Company Orders. The Trustee shall authenticate (i) and deliver Securities for original issue on the Initial Issue Date, Series A Notes issuance in the an additional aggregate principal amount of up to $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 case22,500,000, upon a written order receipt of one or more Company Orders upon exercise of the Company signed by one Officer option granted to the Initial Purchasers of the Company. Such order shall specify Securities described in the Offering Circular (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“Option Securities”). The aggregate principal amount of Notes of any series the Securities due at the Maturity Date thereof 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$172,500,000. The Trustee may appoint authenticating agents. The Trustee may at any time after the execution of this Indenture appoint an authenticating agent acceptable to the Company to authenticate NotesSecurities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes Securities whenever the Trustee may do so, except any Securities issued pursuant to Section 2.07 hereof. Each reference in the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent right to deal with the Company, or an Affiliate of any of them. The Series A Notes and Company as the Exchange Notes shall be considered collectively Trustee with respect to be a single class such matters for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasewhich it has been appointed.

Appears in 1 contract

Sources: Indenture (Titan International Inc)

Execution and Authentication. One Officer of the Company Two Officers shall sign execute the Notes on behalf of the Company by either manual or facsimile signature. The Company's seal may be (but Guarantors shall not be required to be) impressed, affixed, imprinted or reproduced on execute the Notes and may be Guarantees in facsimile form. the manner set forth in Article X. If an Officer of the Company a Person whose signature is on a Note as an Officer no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under valid until the Indenture or be valid or obligatory for any purpose until authenticated by Trustee manually signs the manual signature certificate of an authorized signatory of authentication on the Trustee, which Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Each Note shall be dated the Indenturedate of its authentication. The Trustee shall authenticate (i) Initial Notes for original issue on the Initial Issue Date, Series A Notes Date in the an aggregate principal amount not to exceed $250 million, upon receipt of $175,000,000, an Officers' Certificate. The Trustee shall authenticate Additional Notes thereafter (iiso long as permitted by the terms of this Indenture) 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 in the form of an Officers' Certificate in an aggregate principal amount as specified in such order (other than as provided in Section 2.7). In addition, on or prior to the Company. Such order date of consummation of a Registered Exchange Offer, the Trustee or an authenticating agent shall specify (a) the amount of the authenticate Series B Notes to be authenticated and issued at the date time of original issue thereof, and consummation of a Registered Exchange Offer (bincluding with respect to the Initial Notes) whether the Notes are Series A Notes or Exchange Notesupon receipt of an Officers' Certificate. 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 limitedis unlimited. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in the this Indenture to authentication by the Trustee includes authentication by such 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, Company or an with any Affiliate of any of themthe Company. The Series A Notes and the Exchange Notes shall be considered collectively 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-1 ("Global Security"), 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 a single class for all purposes increased or decreased by adjustments made on the records of the IndentureTrustee, includingas custodian for the Depository, without limitation, waivers, amendments, redemptions as hereinafter provided. Notes offered and offers to purchasesold 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-1 ("Offshore Physical Securities").

Appears in 1 contract

Sources: Indenture (Big Flower Digital Services Delaware Inc)

Execution and Authentication. One The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Company Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,460,000,000 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 on behalf of for the Company Issuer by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (Chart Industries Inc)

Execution and Authentication. One Officer of the Company shall sign the Notes on behalf of for the Company Issuers by manual manual, facsimile, PDF or facsimile other electronic signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on If the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under valid until an authorized officer of the Indenture or be valid or obligatory for any purpose until authenticated by Trustee manually authenticates the manual Note. The signature of an authorized signatory of the Trustee, which signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under the this Indenture. The Trustee A Note shall authenticate be dated the date of its authentication. (i1) Initial Notes for original issue on the Initial Issue Date, Series A Notes Date in the an aggregate principal amount of $175,000,000500,000,000; and (2) subject to the terms of this Indenture, (ii) Exchange Additional Notes for original issue, pursuant to any Exchange Offer or Private Exchange, for a like issue in an unlimited principal amount of Series A Notes and (iii) any amount of additional Notes specified by the Companyamount, in each case, case upon a written order of the Company Issuers signed by one Officer of (the Company“Issuers Order”). Such order Issuers Order shall specify (a) whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated and authenticated, the date of on which the original issue thereofof Notes is to be authenticated, the holder of the Notes and (b) whether the Notes are Series A to be Initial Notes or Exchange Additional 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 (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 Trust 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 the this Indenture to authentication by the Trustee includes authentication by such 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 Issuers, pursuant to Article IV, 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 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 CompanyTrustee pursuant to Article IV, any of the Notes authenticated or an Affiliate 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 Issuers 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 of them. The Series A Notes and Notes, such successor Person, at the Exchange Notes shall be considered collectively to be a single class for all purposes option of the IndentureHolders but without expense to them, including, without limitation, waivers, amendments, redemptions shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and offers to purchasedelivered in such new name.

Appears in 1 contract

Sources: Indenture (Ladder Capital Corp)

Execution and Authentication. One An Officer of the Company shall sign the Notes on behalf of Debentures for the Company by manual or facsimile signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on If the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note Debenture no longer holds that office at the time the Note a Debenture is authenticated, the Note Debenture shall nevertheless be valid neverthelessvalid. A Note Debenture 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, which . The signature shall be conclusive evidence that the Note Debenture has been authenticated under the this Indenture. The Trustee shall authenticate (i) Debentures for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount of not to exceed $175,000,000, 125,000,000 (ii) Exchange Notes for original issue, $150,000,000 if the Initial Purchasers exercise in full their option to purchase additional Debentures pursuant to any Exchange Offer or Private Exchange, for a like principal amount of Series A Notes and (iiithe Purchase Agreement) any amount of additional Notes specified by the Company, in each case, upon a written order of the Company signed by one an Officer of the Company(an "AUTHENTICATION ORDER"). Such Each such written order shall specify (a) the amount of the Notes Debentures to be authenticated and the date of original issue thereofon which the Debentures are to be authenticated, and (b) whether the Notes Debentures 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 as certificated Debentures or Global Debentures or such other information as the Indenture shall not be limitedTrustee may reasonably request. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate NotesDebentures. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes Debentures whenever the Trustee may do so. Each reference in the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or the Company, or an Affiliate of any of them. The Series A Notes Trustee shall have the right to decline to authenticate and deliver any Debentures under this Indenture if the Exchange Notes Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall be considered collectively determine that such action would expose the Trustee to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasepersonal liability.

Appears in 1 contract

Sources: Indenture (Grey Global Group Inc)

Execution and Authentication. One (a) At least one Officer of the Company shall sign execute the Notes on behalf of the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be entitled to any benefit under the 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, which . The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On 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 caseTrustee shall, upon receipt of a written order of the Company signed by one an Officer of the Company. Such order shall specify (a) the amount of the an “Authentication Order”), together with an enforceability opinion for such Initial Notes to be authenticated and the date of original issue thereofdocuments to which the Trustee is entitled under Section 13.03 hereof, authenticate and (b) whether deliver the Notes are Series A Notes or Exchange Initial Notes. The In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, together with an enforceability opinion for such Additional Notes and the documents to which the Trustee is entitled under Section 13.03 hereof, authenticate and deliver any Additional Notes in an aggregate principal amount of specified in such Authentication Order for such Additional 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. hereunder. (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company, Company or an Affiliate of any the Company. (e) The Trustee shall authenticate and make available for delivery upon receipt of them. The Series A an Authentication Order of the Company signed by one Officer of the Company (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, Additional Notes and (iii) any other Notes issued in accordance with this Indenture. Such Authentication Order shall specify the Exchange amount of the Notes shall be considered collectively to be a single class for all purposes authenticated, the date on which the original issue of Notes is to be authenticated and whether the IndentureNotes are to be Initial Notes, includingAdditional Notes, without limitation, waivers, amendments, redemptions and offers to purchaseUnrestricted Global Notes or other Notes.

Appears in 1 contract

Sources: Indenture (Matthews International Corp)

Execution and Authentication. One Officer of the Company shall sign the Notes on behalf of for the Company by manual or facsimile signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on If the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under valid until an authorized officer of the Indenture or be valid or obligatory for any purpose until authenticated by Trustee manually authenticates the manual Note. The signature of an authorized signatory of the Trustee, which signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under the this Indenture. The Trustee A Note shall authenticate be dated the date of its authentication. (i1) Initial Notes for original issue on the Initial Issue Date, Series A Notes Date in the an aggregate principal amount of $175,000,000350,000,000, (ii2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (3) Exchange Notes for original issue, issue only in an exchange offer pursuant to any Exchange Offer the Registration Rights Agreement or Private Exchangeupon resale under an effective Shelf Registration Statement, and only in exchange for a like Initial Notes or Additional Notes of an equal principal amount of Series A Notes and (iii4) any amount under the circumstances set forth in Section 2.6(e), Initial Notes in the form of additional Notes specified by the Companyan Unrestricted Global Note, in each case, case upon a written order of the Company signed by one Officer of the CompanyCompany (the “Company Order”). Such order Company Order shall specify (a) 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 of on which the original issue thereof, of Notes is to be authenticated and (b) whether the Notes are Series A to be Initial Notes, Additional 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 (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 the this Indenture to authentication by the Trustee includes authentication by such 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 CompanyTrustee pursuant to Article IV, as applicable, any of the Notes authenticated or an Affiliate 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 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 of them. The Series A Notes and Notes, such successor Person, at the Exchange Notes shall be considered collectively to be a single class for all purposes option of the IndentureHolders but without expense to them, including, without limitation, waivers, amendments, redemptions shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and offers to purchasedelivered in such new name.

Appears in 1 contract

Sources: Indenture (Easton-Bell Sports, Inc.)

Execution and Authentication. One Officer (a) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer (i) Notes for original issue on the date hereof in an aggregate principal amount of $275,000,000, (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 this 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 on behalf of for the Company by manual or facsimile signature. The Company's seal may be . (but shall not be required to bec) impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid nevertheless. . (d) 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate . (ie) 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 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 the this Indenture to authentication by the Trustee includes authentication by such 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, or an Affiliate of any of them. The Series A Notes Depository in the form provided by the Company and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseact in accordance with such letter.

Appears in 1 contract

Sources: Indenture (Metals USA Plates & Shapes Southcentral, Inc.)

Execution and Authentication. One The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Company Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $255,000,000, (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 on behalf of for the Company Issuer by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (Hospitality Distribution Inc)

Execution and Authentication. One An authorized Officer of the Company shall sign the Notes on behalf of for the Company by manual 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 form. If an authorized Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee or the Authenticating Agent, as applicable, authenticates the Note, the Note shall be valid 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 TrusteeTrustee or the Authenticating Agent, which as applicable, manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Pursuant to a Company Order, the Company shall execute and the Trustee shall authenticate (ia) Original Notes for original issue on the Initial Issue Date, Series A Notes in the an 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 Company400,000,000, in each case, upon a written order the case of the Company signed by one Officer Original Dollar Notes, and €400,000,000, in the case of the Company. Such order shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereofOriginal Euro Notes, and (b) whether Additional Notes subject to compliance at the time of issuance of such Additional Notes are Series A Notes or Exchange Noteswith the provisions of this Indenture. The aggregate principal amount of Notes of any series outstanding at any time may shall 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, so executed and authenticated 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 limited2.7. The Trustee may appoint an authenticating agent (each, an “Authenticating Agent”) reasonably acceptable to the Company 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 the this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Company, Company or an Affiliate of any of themthe Company. The Series A Trustee or Authenticating Agent, as applicable, shall have the right to decline to authenticate and deliver any Notes and under this Section 2.2 if the Exchange Notes Trustee or the Authenticating Agent, as applicable, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or the Authenticating Agent, as applicable, in good faith shall be considered collectively determine that such action would expose the Trustee or the Authenticating Agent, as applicable, to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers personal liability to purchaseexisting Holders.

Appears in 1 contract

Sources: Indenture (Sealed Air Corp/De)

Execution and Authentication. One Officer of the Company shall sign the Notes on behalf of for the Company by manual or facsimile signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on If the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. 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, which . The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount of not to exceed $175,000,000180,000,000 (the "Initial Notes"), (ii) additional Notes (the "Additional Notes") having identical terms and conditions to the Initial Notes, except for issue date, issue price and first interest payment date, in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including, without limitation, Section 4.09) and (iii) Exchange Notes for original issue, pursuant to any Exchange Offer or Private Exchange, (x) in exchange for a like principal amount of Series A Initial Notes and or (iiiy) any in exchange for a like principal amount of additional Additional Notes specified by the Company, in each case, case upon a written order of the Company signed by one in the form of a certificate of an Officer of the CompanyCompany (an "Authentication Order"). Such order Each such Authentication Order shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereofon which the Notes are to be authenticated, and (b) whether the Notes are Series A to be Initial Notes, Exchange Notes or Exchange NotesAdditional Notes and whether the Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee may reasonably request. The aggregate principal amount In addition, with respect to authentication pursuant to clause (ii) or (iii) of Notes the first sentence of any series outstanding at any time may not exceed this paragraph, the aggregate principal amount of Notes of first such series authorized for issuance by Authentication Order from the Company pursuant to one or more written orders shall be accompanied by an Opinion of Counsel of the Company, except as provided Company in Section 2.08 hereof. Subject a form reasonably satisfactory to the foregoing, the aggregate principal amount of Notes of any series that may be issued under the Indenture shall not be limitedTrustee. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, Holders or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseCompany.

Appears in 1 contract

Sources: Indenture (Team Health Inc)

Execution and Authentication. One Officer of the Company shall sign the Notes on behalf of for the Company by manual or facsimile signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on If the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually 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 the this Indenture. The Trustee A Note shall authenticate be dated the date of its authentication. (i1) Initial Notes for original issue on the Initial Issue Date, Series A Notes Date in the an aggregate principal amount of $175,000,000300,000,000 and (2) subject to the terms of this Indenture, (ii) Exchange Additional Notes for original issue, pursuant to any Exchange Offer or Private Exchange, for a like issue in an unlimited principal amount of Series A Notes and (iii) any amount of additional Notes specified by the Companyamount, in each case, case upon a written order of the Company signed by one Officer of the CompanyCompany (the “Company Order”). Such order Company Order shall specify (a) 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 of on which the original issue thereof, of Notes is to be authenticated and (b) whether the Notes are Series A to be Initial Notes or Exchange Additional 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 (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 the this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with or agent for service of notices and demands. In case the Company, pursuant to Article IV, 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 assets in one or more transactions to any Person and the Successor Company shall have executed an Affiliate indenture supplemental hereto with the 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 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 Company, 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 Company pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any of them. The Series A Notes and Notes, such Successor Company, at the Exchange Notes shall be considered collectively to be a single class for all purposes option of the IndentureHolders but without expense to them, including, without limitation, waivers, amendments, redemptions shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and offers to purchasedelivered in such new name.

Appears in 1 contract

Sources: Indenture (Basic Energy Services Inc)

Execution and Authentication. One Two Officers shall sign, or one Officer and one member of the Company Board of Directors of the Issuer shall sign, or two members of the Board of Directors of the Issuer shall sign, or one Officer shall sign and one Officer, a Secretary or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, each Note for the Notes on behalf of the Company Issuer by manual manual, facsimile or facsimile electronic 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 form. If an Officer or member of the Company Board of Directors of the Issuer whose signature is on a Note was an Officer or member of such Board of Directors at the time of such execution but no longer holds that office or position at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee or Deutsche Bank Trust Company Americas as the appointed Authenticating Agent manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the such Note has been authenticated under the this 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 Except as otherwise provided in Section 2.08 hereof. Subject to the foregoingherein, the aggregate principal amount of Notes of any series that which may be outstanding at any time under this Indenture is not limited in amount. The Trustee shall, upon receipt of an Issuer Order in the form of an Officers’ Certificate, authenticate (i) Original Notes for original issue on the Issue Date in an aggregate principal amount of $850.0 million and (ii) Additional Notes from time to time for issuance after the Issue Date to the extent permitted hereunder. Additional Notes will be treated as the same series of Notes as the Original Notes for all purposes under this Indenture, including for purposes of waivers, amendments, redemptions and offers to purchase. Such Issuer 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, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Original Notes or Additional Notes (including in respect of which series), whether the Notes are to be issued as Definitive Notes or Global Notes (including in respect of which series) and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. Upon receipt of an Issuer Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes of the same series originally issued to reflect any name change of the Issuer. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Indenture Notes, the Trustee shall not be limitedentitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company, or an Affiliate Issuer and Affiliates of any of themthe Issuer. The Series A Trustee initially appoints the Registrar as Authenticating Agent of the Notes and the Exchange Issuer hereby confirms that such appointment is acceptable to it. The Notes shall be considered collectively to be a single class for all purposes issuable only in denominations of the Indenture, including, without limitation, waivers, amendments, redemptions $200,000 and offers to purchaseany integral multiple of $1,000 in excess thereof.

Appears in 1 contract

Sources: Indenture (Smurfit Westrock PLC)

Execution and Authentication. One An Officer of the Company shall sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee or the Authenticating Agent signs the certificate of authentication on the Note by manual signature. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The 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 shall 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 (ia) for original issue on the Initial Issue Date, Series A Original Notes executed and delivered to it by the Company in the an 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, US$330,000,000 and (b) whether Additional Notes subject to compliance at the time of issuance of such Additional Notes are Series A Notes or Exchange Noteswith the provisions of this Indenture. The aggregate principal amount of Notes of any series outstanding at any time may shall 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 CompanyCompany Orders, 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 limited2.7. 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 the this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Transfer Agent or Paying Agent to deal with the CompanyHolders, the Company or an Affiliate of any of themthe Company. The Series A Trustee shall have the right to decline to authenticate and deliver any Notes and under this Section 2.2 if the Exchange Notes Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall be considered collectively determine that such action would expose the Trustee to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers personal liability to purchaseexisting Holders.

Appears in 1 contract

Sources: Indenture (Mountain Province Diamonds Inc.)

Execution and Authentication. One At least one Officer of the Company shall Issuer must sign the Notes on behalf of for the Company Issuer by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticatedauthenticated or at any time thereafter, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will 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, which Authenticating Agent. The signature shall will be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee Authenticating Agent shall authenticate (i) for original issue the Dollar Notes on the Initial Issue Date, Series A Notes Date in the an aggregate principal amount of $175,000,000425,000,000, (ii) Exchange the 2025 Sterling Notes for original issue, pursuant to any Exchange Offer or Private Exchange, for a like on the Issuer Date in an aggregate principal amount of Series A £430,000,000 and the 2029 Sterling Notes and (iii) any on the Issue Date in an aggregate principal amount of additional Notes specified by the Company, in each case, £225,000,000 upon a written receipt of an authentication order of the Company signed by at least one Officer of the Company. Such order shall specify (a) Issuer directing the amount Authenticating Agent to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes to 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 authenticated and dated the date of original issue thereof, and (b) whether the Notes are Series A Notes or Exchange Notesits authentication. The aggregate principal amount of Trustee may authenticate Notes of any series outstanding at any time may not exceed as 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 limitedIssuer’s Authenticating Agent. The Trustee may appoint an authenticating agent additional Authenticating Agent or Agents acceptable to the Company Issuer to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent has Such Authenticating Agent shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with the Company, or an Affiliate of any of themthe Issuer’s Affiliates. The Series A Notes and the Exchange Notes authenticated by an Authenticating Agent shall be considered collectively entitled to the benefits of this Indenture and shall be a single class 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 IndentureTrustee 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, includingor 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 provisions of this Section 2.02, such Authenticating Agent shall resign immediately in the manner and 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 limitationthe execution or filing of any paper or any further act on the part of the 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, waiversas the case may be. Upon receiving such a notice of resignation or upon such a termination, amendmentsor in case at any time any Authenticating Agent ceases to be eligible in accordance with the provisions of this Section 2.02, redemptions 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 offers 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 purchase.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. One At least one Officer of the Company shall sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. 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, which . Such signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee 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 authenticate (i) for original issue on the Initial Issue Date, Series A Notes be in the an aggregate principal amount of $175,000,000400,000,000, (ii) Exchange 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 original issueU.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, 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 caseTrustee shall, upon receipt of a written order of the Company signed by one an Officer of the CompanyCompany (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. Such order The Authentication Order shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereof, and (b) whether on which 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 limitedauthenticated. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, Holders or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseCompany.

Appears in 1 contract

Sources: Indenture (Orbital Atk, Inc.)

Execution and Authentication. One The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Company Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $775,000,000 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 on behalf of for the Company Issuer by manual manual, facsimile or facsimile electronic 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid neverthelessnevertheless so long as such Officer held such office at the time of his or her execution thereof. 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (Advantage Solutions Inc.)

Execution and Authentication. The Trustee or the Authenticating Agent, as applicable, 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) Original Notes for original issue on the date hereof in an aggregate principal amount of €276,174,000 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 €100,000 and integral multiples of €1,000 in excess thereof. ​ One Officer of the Company Issuer shall sign the Notes on behalf of for the Company Issuer by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee or the Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which Trustee or the Authenticating 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 the this Indenture. The Trustee shall authenticate (i) for original issue on or 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 Issuer may not exceed the aggregate principal amount of Notes of such series authorized for issuance by the Company pursuant to appoint 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 authenticating agents (each an authenticating agent “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of themnotices and demands. The Series A Notes Issuer hereby initially appoints DBTCA as Authenticating Agent, and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseDBTCA hereby accepts such appointment.

Appears in 1 contract

Sources: Indenture (Kronos Worldwide Inc)

Execution and Authentication. Subject to Section 2.01, the Company shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. The terms and provisions contained in the Note annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The aggregate principal amount of the Global Notes 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. One Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes on behalf of for the Company by manual 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 form. 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 or position at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 in the form of an Officers’ Certificate of the Company. Such Each such written order shall specify (a) the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and the date of original issue thereof, and whether (bsubject to this Section 3.03) whether the Notes are Series A issued as Physical Notes or Exchange NotesGlobal Notes and such other information as the Trustee may reasonably request. 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 Notwithstanding the foregoing, the aggregate principal amount all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) as one class and no series of Notes of will have the right to vote or consent as a separate class on any series that may be issued under the Indenture shall not be limitedmatter. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Any such appointment to be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the CompanyAgent, Registrar or an Affiliate agent for service of any of themnotices and demands. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, includingissuable in fully registered form only, without limitationcoupons, waivers, amendments, redemptions in denominations of $1,000 and offers to purchaseany integral multiple thereof.

Appears in 1 contract

Sources: Indenture (Alestra)

Execution and Authentication. One Officer of the Company Two Officers shall sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The On the Issue Date, the Trustee shall authenticate (i) and deliver $1,000,000,000 of 6.75% Senior Secured Notes due 2028 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue on the Initial Issue Date, Series A Notes in the an 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 Companyin such order, in each case, case upon a written order of the Company signed by one two Officers or by an Officer and an Assistant Secretary of the CompanyCompany (each an “Authentication Order”). Such order Authentication Order shall specify (a) the amount of the Notes to be authenticated and the date of on which the original issue thereofof Notes is to be authenticated, and (b) whether the Notes are Series A to be Initial Notes or Exchange NotesAdditional Notes or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. 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 shall be issued under the Indenture shall not be limitedonly in registered form, without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as the Registrar or any Paying Agent or agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Agent to deal with Assistant Secretary of the Company, or an Affiliate to have been duly adopted by the Board of any of them. The Series A Notes Directors and the Exchange Notes shall be considered collectively to be a single class for all purposes in full force and effect as of the Indenturedate of such certificate, includingand if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, without limitationsuch Officers’ Certificate; (b) an executed supplemental indenture, waiversif any; (c) an Officers’ Certificate delivered in accordance with Section 11.03 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, amendmentswhen executed, redemptions issued and offers authenticated in accordance with the terms of this Indenture and delivered by the Trustee, will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to purchaseany conditions and qualifications specified in such Opinion of Counsel.

Appears in 1 contract

Sources: Indenture (TransDigm Group INC)

Execution and Authentication. One An Officer of the Company shall sign the Notes on behalf of Securities for the Company by manual or facsimile signature. The Company's seal may shall be (but shall not be required affixed to be) impressed, affixed, imprinted or reproduced on the Notes Securities and may be attested by the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such reproduction of the seal or any such facsimile formsignature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer of the Company whose signature is on a Note Security no longer holds that office at the time the Note is authenticatedTrustee authenticates the Security, the Note Security shall be valid nevertheless. A Note Security 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, which Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Note Security has been authenticated under the this Indenture. The Trustee shall authenticate (i) and make available for delivery Securities for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount of $175,000,000, up to $ (ii) Exchange Notes for original issue, plus up to an additional $ issued pursuant to any Exchange Offer or Private Exchange, for a like principal amount the exercise of Series A Notes the over-allotment option described in Section 2(b) of the Purchase Agreement dated between the Company and (iii) any amount upon receipt of additional Notes specified by the Company, in each case, upon a written order or orders of the Company signed by one Officer two Officers of the CompanyCompany (a "Company Order"). Such order The Company Order shall specify (a) the amount of the Notes Securities to be authenticated and the date of on which each original issue thereof, and (b) whether the Notes are Series A Notes or Exchange Notesof Securities is to be authenticated. The aggregate principal amount of Notes of any series Securities 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 above and in Section 2.08 hereof2.7. Subject to The Trustee shall act as the foregoinginitial authenticating agent. Thereafter, 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 acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, Company or an Affiliate of any of themthe Company. The Series A Notes and the Exchange Notes Securities shall be considered collectively to be a single class for all purposes issuable only in registered form without coupons and only in denominations of the Indenture, including, without limitation, waivers, amendments, redemptions $1,000 and offers to purchaseany integral multiple thereof.

Appears in 1 contract

Sources: Indenture (Commonwealth Telephone Enterprises Inc /New/)

Execution and Authentication. (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 of the Company shall sign the Notes on behalf of for the Company Issuers by manual or facsimile signature. The Company's seal may be . (but shall not be required to bec) impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid nevertheless. . (d) 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate . (ie) 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 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 the this Indenture to authentication by the Trustee includes authentication by such 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, or an Affiliate of any of them. The Series A Notes Depository in the form provided by the Issuers and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseact in accordance with such letter.

Appears in 1 contract

Sources: Indenture (Borden Chemical Inc)

Execution and Authentication. One An Officer of the Company shall must sign the Notes on behalf of for the Company by manual or facsimile signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on If the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual or facsimile signature of an authorized signatory of the Trustee, which Trustee or Authentication Agent. The signature shall will be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate (i) for original issue on On the Initial Issue Date, Series A Notes in the aggregate principal amount of $175,000,000, Trustee (iior the Authentication Agent (as defined herein below)) 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 caseshall, upon receipt of a written order of the Company signed by one an Officer of (an “Authentication Order”), authenticate the Company. Such order shall specify (a) the amount of the Initial Notes to be authenticated and the date of for original issue thereof, and (b) whether the Notes are Series A Notes or Exchange Notes. The up to €350,000,000 in aggregate principal amount of Notes and, upon delivery of any series outstanding Authentication Order at any time may not exceed 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 series authorized for issuance by Notes shall accrue, whether the Company pursuant Notes are to one be issued as definitive Notes or more written orders 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 Company, except as provided examination or investigation on which the statements set forth 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 limitedAuthentication Order are based. The Trustee may appoint an authenticating authentication agent (the “Authentication Agent”) acceptable to the Company to authenticate 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 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 confirms this appointment as acceptable to it. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent Authentication Agent has the same rights as an Agent to deal with the Company, Holders or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseCompany.

Appears in 1 contract

Sources: Indenture (Encore Capital Group Inc)

Execution and Authentication. One Officer of the Company shall sign (who shall have been duly authorized by all requisite corporate actions) the Notes on behalf of Securities for the Company by manual 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 form. If an Officer of the Company 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 Note is authenticatedTrustee authenticates the Security, the Note Security shall nevertheless be valid neverthelessvalid. A Note Security 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, which Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Note Security has been authenticated under the this Indenture. The Trustee shall authenticate (i) Securities for original issue on the Initial Issue Date, Series A Notes in the up to an aggregate principal amount of Ten Million dollars ($175,000,000, (ii10,000,000) 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 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. 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 Securities 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, Ten Million dollars ($10,000,000) except as provided in Section 2.08 2.07 hereof. Subject The Principal and interest on Book-Entry Securities shall be payable to the foregoingDepository or its nominee, as the aggregate principal amount case may be, as the sole registered owner and the sole holder of Notes the Book-Entry Securities represented thereby. The Principal of any series that may and interest on Securities in certificated form ("Physical Securities") shall be issued under payable at the Indenture shall not be limitedoffice of the Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company, or an Affiliate of any of them. The Series A Notes 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 Exchange Notes Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be considered collectively to in minimum denominations of $1,000, (ii) shall be a single class for all purposes registered in the name of the IndentureDepository for such Global Security or Securities or the nominee of such Depository, including(iii) shall be delivered to the Trustee as custodian for such Depository or pursuant to such Depository's instructions, without limitation, waivers, amendments, redemptions and offers to purchase.(iv) shall bear the legend set forth in Exhibit B.

Appears in 1 contract

Sources: Indenture (Headway Corporate Resources Inc)

Execution and Authentication. One 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 of the Company shall sign the Notes on behalf of for the Company by manual or facsimile signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on If the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under valid until an authorized officer of the Indenture or be valid or obligatory for any purpose until authenticated by Trustee manually authenticates the manual Note. The signature of an authorized signatory of the Trustee, which signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under the this Indenture. The Trustee A Note shall authenticate be dated the date of its authentication. (i1) Initial Notes for original issue on the Initial Issue Date, Series A Notes Date in the an aggregate principal amount of $175,000,000475,000,000, (ii2) Exchange subject to the terms of this Indenture, Additional Notes for original issue, pursuant to any Exchange Offer or Private Exchange, for a like issue in an unlimited principal amount of Series A Notes and (iii3) any amount under the circumstances set forth in Section 2.06(e), Initial Notes or Additional Notes in the form of additional Notes specified by the Companyan Unrestricted Global Note, in each case, case upon a written order of the Company signed by one Officer of the CompanyOrder. Such order Company Order shall specify (a) 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 of on which the original issue thereof, of Notes is to be authenticated and (b) whether the Notes are Series A to be Initial Notes or Exchange Additional Notes. The aggregate principal amount of Notes of Notwithstanding anything herein to the contrary, prior to authenticating any series outstanding at any time may not exceed Note hereunder, the aggregate principal amount of Notes of such series authorized for issuance by the Company pursuant to one Trustee (or more written orders of Authenticating Agent) shall receive an Authentication Order from 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 (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 the this Indenture to authentication by the Trustee includes authentication by such 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 Note Guarantor, pursuant to 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 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 Agent to deal indenture supplemental hereto with the CompanyTrustee pursuant to Article 5 or Section 10.02, as applicable, any of the Notes authenticated or an Affiliate 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 of them. The Series A Notes and Notes, such successor Person, at the Exchange Notes shall be considered collectively to be a single class for all purposes option of the IndentureHolders but without expense to them, including, without limitation, waivers, amendments, redemptions shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and offers to purchasedelivered in such new name.

Appears in 1 contract

Sources: Indenture (Ardent Health Partners, LLC)

Execution and Authentication. One 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 on behalf of for the Company by manual or facsimile PDF 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which 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 the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (Wabash National Corp /De)

Execution and Authentication. One Officer of the Company The Notes shall sign the Notes be executed on behalf of the Company Company, by manual or facsimile signature, by its Chairman of the Board, its President or one of its Vice Presidents and attested by another Officer by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. 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 the Trustee. The signature of the Trustee, which signature Trustee shall be conclusive evidence that the Note has been authenticated under the 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 shall, upon a Company Order, authenticate (i) for original issue on the Initial Issue Date, Series A Notes in the any 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 Notesamount. 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 authenticated and delivered under the this Indenture shall not be limitedis unlimited. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in the this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, Company or an Affiliate of any of themthe Company. The Series A Notes 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 Exchange Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, regardless of whether such Note is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be considered collectively affected by notice to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasecontrary.

Appears in 1 contract

Sources: Indenture (Louisiana Casino Cruises Inc)

Execution and Authentication. One Officer Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid neverthelessvalid. 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Initial Issue Date, Series A Notes Date 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, 500,000,000 upon a written order of the Company signed 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 one Officer the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the CompanyCompany in the form of an Officers’ Certificate. Such order Each such Officers’ Certificate shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereof, and (b) whether on which 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 limitedauthenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company, or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes issuable only in registered form without coupons in denominations of the Indenture, including, without limitation, waivers, amendments, redemptions $1,000 and offers to purchaseintegral multiples thereof.

Appears in 1 contract

Sources: Indenture (Davita Inc)

Execution and Authentication. One Officer of the Company shall sign the Notes on behalf for each of the Company Issuers by manual manual, facsimile or facsimile electronic signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on If the Notes and may be in facsimile form. If an Officer of the Company Officers whose signature is are on a Note no longer holds that such office at the time the Note is authenticatedTrustee or Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under valid until an authorized officer of the Indenture Trustee or be valid or obligatory for any purpose until authenticated by the manual Authenticating Agent authenticates the Note. The signature of an authorized signatory of the Trustee, which signature Trustee or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under the this Indenture. The Trustee may authenticate the Note by manual, facsimile or electronic signature. Electronically imaged signatures such as .pdf files, faxed signatures or other electronic signatures to the Note and the authentication pages to the Note shall have the same effect as original signatures. A Note shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Authenticating Agent shall authenticate and make available for delivery: (i1) Initial Notes for original issue on the Initial Issue Date, Series A Notes Date in the an aggregate principal amount of $175,000,000500,000,000 and (2) subject to the terms of this Indenture, (ii) Exchange Additional Notes for original issue, pursuant to any Exchange Offer or Private Exchange, for a like issue in an unlimited principal amount of Series A Notes and (iii) any amount of additional Notes specified by the Companyamount, in each case, case upon a written order of the Company Issuers signed by one Officer of (the Company“Issuer Order”). Such order Issuer Order shall specify (a) whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated and authenticated, the date of on which the original issue thereofof Notes is to be authenticated, the holder of the Notes and (b) whether the Notes are Series A to be Initial Notes or Exchange Additional 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 (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 the this Indenture to authentication by the Trustee includes authentication by such 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 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 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 CompanyTrustee pursuant to Article IV, any of the Notes authenticated or an Affiliate 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 of them. The Series A Notes and Notes, such successor Person, at the Exchange Notes shall be considered collectively to be a single class for all purposes option of the IndentureHolders but without expense to them, including, without limitation, waivers, amendments, redemptions shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and offers to purchasedelivered in such new name.

Appears in 1 contract

Sources: Indenture (Avis Budget Group, Inc.)

Execution and Authentication. One (a) At least one Officer of the Company shall sign execute the Notes on behalf of the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be entitled to any benefit under the 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, which . The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On 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 caseTrustee shall, upon receipt of a written order of the Company signed by one an Officer of the Company. Such order shall specify (a) the amount of the an “Authentication Order”), together with an enforceability opinion for such Initial Notes to be authenticated and the date of original issue thereofdocuments to which the Trustee is entitled under Section 12.03 hereof, authenticate and (b) whether deliver the Notes are Series A Notes or Exchange Initial Notes. The In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, together with an enforceability opinion for such Additional Notes and the documents to which the Trustee is entitled under Section 12.03 hereof, authenticate and deliver any Additional Notes in an aggregate principal amount of specified in such Authentication Order for such Additional 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. hereunder. (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company, Company or an Affiliate of any the Company. (e) The Trustee shall authenticate and make available for delivery upon receipt of them. The Series A an Authentication Order of the Company signed by one Officer of the Company (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, Additional Notes and (iii) any other Notes issued in accordance with this Indenture. Such Authentication Order shall specify the Exchange amount of the Notes shall be considered collectively to be a single class for all purposes authenticated, the date on which the original issue of Notes is to be authenticated and whether the IndentureNotes are to be Initial Notes, includingAdditional Notes, without limitation, waivers, amendments, redemptions and offers to purchaseUnrestricted Global Notes or other Notes.

Appears in 1 contract

Sources: Indenture (Matthews International Corp)

Execution and Authentication. One Two Officers, or an Officer of the Company 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 on behalf of for the Company by manual 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 form. If an Officer of the Company 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 Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate (i) Euro Notes for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount not to exceed - upon receipt of $175,000,000, (ii) Exchange Notes for original issue, pursuant to any Exchange Offer or Private Exchange, for a like principal Company Order in the form of an Officers' Certificate. The Officers' Certificate shall specify the 33 34 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 authenticated, the series and type of Notes and the date of original issue thereofon which the Notes are to be authenticated, and (b) whether the Notes are Series A to be issued as Definitive Notes or Exchange NotesGlobal 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 Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. The aggregate principal amount of Euro 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 hereof2.7. Subject to the foregoingUpon receipt of a Company Order, the aggregate principal amount Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of any series that may be issued under the Indenture shall not be limitedCompany. The Trustee may appoint an authenticating agent ("Authenticating Agent") reasonably acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company and Affiliates of the Company, or an Affiliate of any of them. The Series A Notes and Trustee hereby appoints United States Trust Company of New York to be the Exchange Authenticating Agent on the Issue Date. The Euro Notes shall be considered collectively to issuable only in denominations of 1,000 and any integral multiple thereof. The Global Notes shall be a single class for all purposes of in bearer form without coupons and the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseDefinitive Notes shall be in registered form.

Appears in 1 contract

Sources: Indenture (Versatel Telecom International N V)

Execution and Authentication. One Officer The aggregate principal ---------------------------- amount of the Company Notes outstanding at any time shall sign the not exceed $500,000,000. The Notes shall be executed on behalf of the Company by its 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 signature. The Company's seal may Notes shall be (but authenticated by manual signature of an authorized officer of the Trustee and shall not be required to be) impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile formvalid for any purpose unless so authenticated. If an Officer In case any officer of the Company whose signature is on a Note no longer holds that office at shall have been placed upon any of the time Notes shall cease to be such officer of the Note is authenticatedCompany before authentication of such Notes by the Trustee and the issuance and delivery thereof, the Note shall such Notes may, nevertheless, be valid 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 Trustee and issued and delivered with the Trustee, which signature shall same force and effect as though such Person had not ceased to be conclusive evidence that the Note has been authenticated under 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 such officer of the Company. Notwithstanding any other provision hereof, the Trustee shall authenticate and deliver Notes only upon receipt by the Trustee of an Officers' Certificate complying with Section 10.04 hereof with respect to satisfaction of all conditions precedent contained in this Indenture to 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 $500,000,000. Such order Company Order shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereof, and (b) whether on which the Notes are Series to be authenticated and shall further provide instructions concerning registration, amounts for each Holder and delivery. A Notes Note shall not be valid or Exchange Notes. The aggregate principal amount of Notes of entitled to any series outstanding at benefit under this Indenture or obligatory for any time may not exceed the aggregate principal amount of Notes of such series authorized for issuance purpose unless executed by the Company pursuant to one or more written orders and authenticated by the manual signature of the Company, except Trustee as provided in Section 2.08 hereofherein. Subject to The signature of an authorized officer of the foregoingTrustee shall be conclusive evidence, and the aggregate principal amount of Notes of any series only evidence, that may be issued such Note has been authenticated and delivered under the Indenture shall not be limitedthis 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 the this Indenture to authentication by the Trustee includes authentication by such 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, or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Appears in 1 contract

Sources: Indenture (McLeodusa Inc)

Execution and Authentication. One An Officer of the Company shall sign the Notes on behalf of Securities for the Company by manual or facsimile signature. The Company's seal may or a facsimile thereof shall be (but shall not be required affixed to be) impressed, affixed, imprinted or reproduced on the Notes Securities and may be attested by the manual or facsimile signature of the Clerk or an Assistant Clerk of the Company. Typographic and other minor errors or defects in any such reproduction of the seal or any such facsimile formsignature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer of the Company whose signature is on a Note Security no longer holds that office at the time the Note is authenticatedTrustee authenticates the Security, the Note Security shall be valid nevertheless. A Note Security 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, which Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Note Security has been authenticated under the this Indenture. The Trustee shall authenticate (i) and make available for delivery Securities for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount of up to $175,000,000, 90,000,000 (ii) Exchange Notes for original issue, pursuant plus up to any Exchange Offer or Private Exchange, for a like an additional $10,000,000 aggregate principal amount issuable upon exercise of Series A Notes and (iii) any amount of additional Notes specified the option described in the Purchase Agreement, as confirmed by the Company, in each case, ) upon receipt of a written order or orders of the Company signed by one Officer two officers of the CompanyCompany (a "Company Order"). Such order The Company Order ------------- shall specify (a) the amount of the Notes Securities to be authenticated (and if the amount specified is in excess of $90,000,000, such Company Order shall certify that the option described in the Purchase Agreement has been exercised), shall provide that all such Securities will be represented by a Restricted Global Security and the date of on which each original issue thereof, and (b) whether the Notes are Series A Notes or Exchange Notesof Securities is to be authenticated. The aggregate principal amount of Notes of any series Securities 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$100,000,000, except as provided in Section 2.08 hereof2.7. Subject to The Trustee shall act as the foregoinginitial authenticating agent. Thereafter, 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 acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, Company or an Affiliate of any of themthe Company. The Series A Notes and the Exchange Notes Securities shall be considered collectively to be a single class for all purposes issuable only in registered form without coupons and only in denominations of the Indenture, including, without limitation, waivers, amendments, redemptions $1,000 and offers to purchaseany integral multiple thereof.

Appears in 1 contract

Sources: Indenture (Act Manufacturing Inc)

Execution and Authentication. One Two Officers shall sign, or one Officer of the Company shall sign and one Officer or any Assistant Secretary shall attest to, the Notes on behalf of for the Company by manual or facsimile signature. The Company's seal may shall be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. 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 Note is authenticatedTrustee authenticates the Note, the Note shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Notes and this Indenture. 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, which Trustee manually signs the certificate of authentication on the Note but such signature shall be conclusive evidence that the Note has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate (i) Notes for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount of up to $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, 200,000,000 upon a written order of the Company signed by one Officer in the form of the Companyan Officers' Certificate. Such order The Officers' Certificate shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereof, and (b) whether on which the Notes are Series A Notes or Exchange Notesto be authenticated. 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$200,000,000, except as provided in Section 2.08 hereof2.7. Subject to Upon the foregoingwritten order of the Company in the form of an Officers' Certificate, the aggregate principal amount Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of any series that may be issued under the Indenture shall not be limitedCompany. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Guarantor, or an Affiliate of any of themtheir respective Subsidiaries. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes issuable only in registered form without coupons in denominations of the Indenture, including, without limitation, waivers, amendments, redemptions $1,000 and offers to purchaseany integral multiple thereof.

Appears in 1 contract

Sources: Indenture (Transtexas Gas Corp)

Execution and Authentication. One Officer 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 $600,000,000 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 of $2,000. One Officer shall sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (Metaldyne Performance Group Inc.)

Execution and Authentication. One Officer of the Company Two Officers shall sign execute the Notes on behalf of the Company by either manual or facsimile signature. The Company's seal may be (but Guarantors shall not be required to be) impressed, affixed, imprinted or reproduced on execute the Notes and may be Guarantees in facsimile formthe manner set forth in Article XI. If an Officer of the Company a Person whose signature is on a Note as an Officer no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under valid until the Indenture or be valid or obligatory for any purpose until authenticated by Trustee manually signs the manual signature certificate of an authorized signatory of authentication on the Trustee, which Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Each Note shall be dated the Indenturedate of its authentication. The Trustee shall authenticate (i) Series A Notes for original issue on the Initial Issue Date, Series A Notes from time to time in the aggregate principal amount not to exceed $293,500,000, upon receipt of $175,000,000an Officers’ Certificate. In addition, (ii) Exchange the Trustee or an authenticating agent shall authenticate Series B Notes for original issue, to the extent issued 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 terms of the Company signed by one Officer Registration Rights Agreement upon receipt 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 Notesan Officers’ Certificate. 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, $293,500,000 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 limited2.7. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in the this Indenture to authentication by the Trustee includes authentication by such 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, Company or an with any Affiliate of any of themthe Company. The Series A Notes and the Exchange Notes shall be considered collectively 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-1 (“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 a single class for all purposes increased or decreased by adjustments made on the records of the IndentureTrustee, includingas custodian for the Depository, without limitation, waivers, amendments, redemptions as hereinafter provided. Notes offered and offers to purchasesold 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- 1 (“Offshore Physical Securities”).

Appears in 1 contract

Sources: Indenture (Vertis Inc)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Original Securities 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 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 the Appendix, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least $2,000 and any integral multiples of $1,000 in excess thereof, whether such Additional Securities are of the same or a different series than the Original Securities. One Officer of the Company each Issuer shall sign the Notes on behalf of Securities for the Company Issuers by manual 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 form. If an Officer of the Company whose signature is on a Note Security no longer holds that office at the time the Note is authenticatedTrustee authenticates the Security, the Note Security shall be valid nevertheless. A Note Security 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, which Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Note Security has been authenticated under the this 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 one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate Notesthe Securities. 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 Securities whenever the Trustee may do so. Each reference in the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (Albertsons Companies, Inc.)

Execution and Authentication. One Officer of the Company each Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes on behalf of the Company for such Issuer by manual 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 form. 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 Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The Trustee shall authenticate (i) for original issue Original Notes on the Initial Issue Date, Series A Notes Date in the aggregate principal amount of $175,000,000, 500,000,000 and (ii) Exchange Notes from time to time for original issue, pursuant to any Exchange Offer or Private Exchange, issue only in exchange for a like principal amount of Series A Notes and (iii) any amount of additional Notes specified by the CompanyOriginal Notes, in each case, case upon a written order of each Issuer in the Company signed form of an Officers' Certificate. In addition, the Trustee shall authenticate Additional Notes thereafter in unlimited amount (so long as not otherwise prohibited by one Officer the terms of this Indenture, including without limitation, Section 4.10) and the Companysame principal amount of Exchange Notes in exchange therefor upon a written order of each Issuer in the form of an Officers' Certificate. Such order Each such Officers' Certificate shall specify (a) the amount of the Notes to be authenticated and authenticated, the date of original issue thereof, and (b) whether on which the Notes are Series A Notes or Exchange to be authenticated and, in the case of Additional 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 issue price 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 limitedNotes. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, or an Affiliate Issuers and Affiliates of any of themthe Issuers. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes issuable only in registered form without coupons in denominations of the Indenture, including, without limitation, waivers, amendments, redemptions $1,000 and offers to purchaseintegral multiples thereof.

Appears in 1 contract

Sources: Indenture (Universal City Development Partners LTD)

Execution and Authentication. One 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 $300,000,000, (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 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, 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 on behalf of for the Company by manual or facsimile PDF 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which 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 the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (Enpro Industries, Inc)

Execution and Authentication. One The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by an Officer of the Company Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $850,000,000 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 sign specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on behalf 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 Company 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 $200,000 and integral multiples of $1,000 in excess thereof. The Notes (in global or definitive form) shall be signed by an Officer of the Issuer by manual or facsimile electronic 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 form. If an Officer of the Company an Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which 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 the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (Biomarin Pharmaceutical Inc)

Execution and Authentication. One Two Officers shall sign, or one Officer of the Company 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 Notes on behalf of for the Company by manual 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 form. 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 Note is authenticatedTrustee authenticates the Note, the Note shall be valid nevertheless. A No Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized signatory of the Trusteesignature, which signature and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.11, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee or an authenticating agent shall authenticate (i) Notes for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount of up to $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, 70,000,000 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 NotesRequest. The aggregate principal amount of Notes of any series outstanding at any time may not exceed the aggregate principal such 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 2.07 hereof. Subject Upon receipt of the Company Request and an Officers' Certificate certifying that the registration statement relating to the foregoingexchange offer specified in the Registration Rights Agreement is effective and that the conditions precedent to a private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes in an aggregate principal amount of not to exceed $70,000,000 for issuance in exchange for all Notes of any series that may be previously issued pursuant to an exchange offer registered under the Indenture Securities Act or pursuant to a Private Exchange. Exchange Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Company Request referred to in the preceding sentence. The Notes shall not be limitedissuable only in registered form without coupons and only in denominations of $1,000 and integral multiples thereof. 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 the Notes whenever the Trustee may do so. Each reference in the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company, or . Each Paying Agent is designated as an Affiliate authenticating agent for purposes of any of themthis Indenture. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes issuable only in registered form without coupons in denominations of the Indenture, including, without limitation, waivers, amendments, redemptions $1,000 and offers to purchaseany integral multiple thereof.

Appears in 1 contract

Sources: Indenture (Glasstech Inc)

Execution and Authentication. One An Officer of the Company shall sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. 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, which . The signature shall be conclusive evidence that the Note has been authenticated under the Indenturethis Agreement. The Trustee shall authenticate (i) Initial Notes for original issue on the Initial Issue Date, Series A Notes in the aggregate principal amount of not to exceed $175,000,000200,000,000, (ii) Additional Notes and (iii) Exchange Notes for original issue, pursuant to any Exchange Offer or Private Exchange, (x) in exchange for a like principal amount of Series A Initial Notes and or (iiiy) any in exchange for a like principal amount of additional Additional Notes specified by the Company, in each case, case upon a written order of the Company signed by one Officer in the form of an Officers' Certificate of the CompanyCompany (an "AUTHENTICATION ORDER"). Such Each such written order shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereofon which the Notes are to be authenticated, and (b) whether the Notes are Series A to be Initial Notes, Exchange Notes or Exchange NotesAdditional Notes and whether the Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee may reasonably request. The aggregate principal amount In addition, with respect to authentication pursuant to clauses (ii) or (iii) of Notes the first sentence of any series outstanding at any time may not exceed this paragraph, the aggregate principal amount of Notes of first such series authorized for issuance by written order from the Company pursuant to one or more written orders shall be accompanied by an Opinion of counsel of the Company, except as provided Company in Section 2.08 hereof. Subject a form reasonably satisfactory to the foregoing, the aggregate principal amount of Notes of any series that may be issued under the Indenture shall not be limitedTrustee. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate 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 the Indenture this Agreement to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or the Company, or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Appears in 1 contract

Sources: Indenture (Transmontaigne Inc)

Execution and Authentication. 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 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 of the Company shall sign the Notes on behalf for each of the Company Issuers by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this 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 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, or an Affiliate agent for service of any of them. The Series A Notes notices and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasedemands.

Appears in 1 contract

Sources: Indenture (EP Energy Corp)

Execution and Authentication. One Officer of the Company Two Officers shall sign the Notes on behalf of for the Company by manual 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 form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall be valid 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, which Trustee manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the this Indenture. The On the Issue Date, the Trustee shall authenticate (i) and deliver $1,450,000,000 of 6.875% Senior Secured Notes due 2030 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue on the Initial Issue Date, Series A Notes in the an 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 Companyin such order, in each case, case upon a written order of the Company signed by one two Officers or by an Officer and an Assistant Secretary of the CompanyCompany (each an “Authentication Order”). Such order Authentication Order shall specify (a) the amount of the Notes to be authenticated and the date of on which the original issue thereofof Notes is to be authenticated, and (b) whether the Notes are Series A to be Initial Notes or Exchange NotesAdditional Notes or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. 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 shall be issued under the Indenture shall not be limitedonly in registered form, without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent 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 the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as the Registrar or any Paying Agent or agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Agent to deal with Assistant Secretary of the Company, or an Affiliate to have been duly adopted by the Board of any of them. The Series A Notes Directors and the Exchange Notes shall be considered collectively to be a single class for all purposes in full force and effect as of the Indenturedate of such certificate, includingand if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, without limitationsuch Officers’ Certificate; (b) an executed supplemental indenture, waiversif any; (c) an Officers’ Certificate delivered in accordance with Section 11.03 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, amendmentswhen executed, redemptions issued and offers authenticated in accordance with the terms of this Indenture and delivered by the Trustee, will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to purchaseany conditions and qualifications specified in such Opinion of Counsel.

Appears in 1 contract

Sources: Indenture (TransDigm Group INC)

Execution and Authentication. One An Officer of the Company shall must sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on If the Notes and may be in facsimile form. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual or facsimile signature of an authorized signatory of the Trustee, which Trustee or Authentication Agent. The signature shall will be conclusive evidence that the Note has been authenticated under the this Indenture. The On the Issue Date, the Trustee shall (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 (i) for original issue on the Initial Issue Date, Series A Notes £175,000,000 in the aggregate principal amount of $175,000,000Notes and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Trustee (iior the Authentication Agent) Exchange shall authenticate Additional Notes for original issue, or Definitive Notes issued 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 CompanySection 2.06, 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 an aggregate principal amount of Notes of any series outstanding at any time may not exceed 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 series authorized for issuance by Notes shall accrue, whether the Company pursuant Notes are to one be issued as definitive Notes or more written orders 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 Company, except as provided examination or investigation on which the statements set forth 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 limitedAuthentication Order are based. The Trustee may appoint an authenticating agent (the “Authentication Agent”) acceptable to the Company Issuer to authenticate 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 agent. Any Authentication Agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer. 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 Authentication Agent may authenticate Notes whenever the Trustee may do so. The Trustee appoints Citigroup Global Markets Deutschland AG as the Authentication Agent and Citigroup Global Markets Deutschland AG hereby accepts such appointment. The Issuer confirms this appointment as acceptable to it. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent Authentication Agent has the same rights as an Agent to deal with the Company, Holders or an Affiliate of any of them. The Series A Notes and the Exchange Notes shall be considered collectively to be a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseIssuer.

Appears in 1 contract

Sources: Indenture (Encore Capital Group Inc)

Execution and Authentication. One (a) An Authorized Officer of the Company shall sign the Notes on behalf of the Company for ARG by manual 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 form. If an Authorized Officer of the Company whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid nevertheless. A valid. (b) At any time and from time to time after the execution and delivery of this Indenture, ARG may deliver Notes of any particular Series executed by ARG to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Indenture, shall authenticate and deliver such Notes. (c) No Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Trustee by the manual signature of an authorized signatory of a Trust Officer and the TrusteeLuxembourg agent (the "Luxembourg Agent"), which signature if such Notes are listed on the Luxembourg Stock Exchange. Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated under the this 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 acceptable to the Company ARG to authenticate Notes. Unless limited by the terms term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee 11 11 may do so. Each reference in the this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, ARG or an Affiliate of any of themARG. The Series A Notes and the Exchange Notes Trustee's certificate of authentication shall be considered collectively in substantially the following form: This is one of the Notes of a series issued under the within mentioned Indenture. THE BANK OF NEW YORK, as Trustee Dated: By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by ARG, and ARG shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement (which need not comply with Section 13.3 and need not be a single class accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by ARG, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Appears in 1 contract

Sources: Base Indenture (Autonation Inc /Fl)