Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. (a) At least one Officer shall execute the Notes on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the 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 $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 2 contracts

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

Execution and Authentication. (a) At least one Officer The Notes shall execute the Notes be executed on behalf of the Company by its Chairman of the Board, President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Notes may be electronically transmitted, manual or facsimile. Notes bearing the electronically transmitted, manual or facsimile signature. If an Officer whose signature is on a Note no longer holds signatures of individuals who were at any time the proper officers of the Company or such Subsidiary Guarantor, as the case may be, shall bind the Company or such Subsidiary Guarantor, as the case may be, notwithstanding that office such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the time a Note is authenticated, the Note shall nevertheless be valid. (b) date of such Notes. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee. The Such signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the . The Trustee shallwill, upon receipt of a written order of the Company signed by an Officer officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In additionNotes for original issue that may be validly issued under this Indenture, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver including any Additional Notes Notes, in an the aggregate principal amount or amounts specified in such Authentication Order for such Additional Notes issued hereunder. (d) Order. The Trustee may appoint an authenticating agent Authenticating Agent acceptable to the Company to authenticate NotesNotes in accordance with Section 13.14. An authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent the Trustee to deal interact with Holders, the Company Holders or an Affiliate of the Company. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 2 contracts

Sources: Indenture (Bonanza Creek Energy, Inc.), Indenture (Bonanza Creek Energy Operating Company, LLC)

Execution and Authentication. The Notes shall be executed by an Officer or an authorized signatory as identified in an Officers’ Certificate (apursuant to a power of attorney or other similar instrument). The signature of any such Officer (or authorized signatory) At least one Officer shall execute on the Notes shall be by manual, facsimile or other electronic signature in the name and on behalf of the Company by manual or facsimile signatureIssuer. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee or authenticating agent authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture valid until the Trustee or be valid or obligatory for any purpose until authenticated substantially in authenticating agent manually signs the form certificate of Exhibit A attached hereto by authentication on the manual signature of an authorized signatory of the TrusteeNote. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the . The Trustee shall, upon receipt of a written order of the Company signed by or an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee authenticating agent shall, upon receipt of an Authentication Issuer Order, authenticate and deliver any Additional (i) Initial Notes for original issue in an unlimited aggregate principal amount, of which $425,000,000 are being issued on the Issue Date, (ii) Unrestricted Notes from time to time only in exchange for a like principal amount specified in such Authentication Order for such of Additional Notes, and (iii) Additional Notes issued hereunder. pursuant to Section 2.14. Each such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Definitive Registered Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clauses (dii) or (iii) of the first sentence of this paragraph, the first such written order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Unrestricted Notes does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company Issuer or an Affiliate of the Company. (e) Issuer. The Trustee Notes shall authenticate be issuable only in registered form without coupons and make available for delivery upon a written order only in minimum denominations of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date $2,000 in an aggregate principal amount and any integral multiples of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued 1,000 in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notesexcess thereof.

Appears in 2 contracts

Sources: Indenture (Manitowoc Foodservice, Inc.), Indenture (Manitowoc Co Inc)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $1,035,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company signed by an one Officer (an the Authentication Company Order”). Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, 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 Affiliate entirety to 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 Trustee pursuant to Article IV, any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Company Order of the successor Person, shall authenticate and make available for delivery upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

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

Execution and Authentication. (a) At least one Officer The Notes shall execute the Notes be executed on behalf of the Company Issuer by two Officers of the Issuer. Such signatures may be either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee signs the certificate of authentication on the Note. The Such signature shall be manual. Such signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . The Trustee or an authentication agent (cthe “Authenticating Agent”) On shall authenticate (i) Initial Notes for original issue on the Issue Date, date of this Indenture in the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in not to exceed $300,000,000 and (ii) additional Notes (“Additional Notes”) for original issue following the date of this Indenture (so long as permitted by the terms of this Indenture, including, without limitation, Section 4.10 hereof). The written order shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and shall further specify the amount of such Authentication Order for such Additional Notes to be issued as a Global Note or Certificated Notes. Notwithstanding the foregoing, all Notes issued hereunder. under this Indenture shall vote and consent together on all matters (das to which any of such Notes may vote or consent) as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent acceptable to the Company Authenticating Agent to authenticate 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. An authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights right as an Agent to deal with Holders, the Company or an Affiliate Issuer and Affiliates of the Company. (e) Issuer. The Trustee Notes shall authenticate be issuable only in registered form without coupons 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 only in an aggregate principal amount denominations of $702,000,000, (b) subject to the terms 2,000 and integral multiples of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued $1,000 in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notesexcess thereof.

Appears in 2 contracts

Sources: Indenture (Hercules Offshore, Inc.), Indenture (Hercules Offshore, Inc.)

Execution and Authentication. (a) At least one One Officer of each Issuer shall execute sign the Notes on behalf of for the Company Issuers by manual manual, facsimile or facsimile pdf signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $2,250,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuers signed by an one Officer of each Issuer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 either Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged or amalgamated with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger or amalgamation, or into which either Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

Sources: Indenture (Burger King Worldwide, Inc.), Indenture (New Red Canada Partnership)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company by manual manual, facsimile or facsimile electronic (including “pdf”) signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. (c) On . A Note shall be dated the Issue Datedate of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company or an Affiliate request 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 delivery: (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000850,000,000, (b) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, and (c) any Unrestricted Global under the circumstances set forth in Section 2.06(d), Initial Notes issued in exchange for any the form of an unrestricted global Note, in each case after receipt of: (i) a written order of the foregoing Company signed by one Officer (the “Company Order”) and (ii) an Opinion of Counsel, addressed to the Trustee, which in accordance with the case of (a) above shall be to the effect that this IndentureIndenture and the Notes executed prior to or as of the Issue Date have been duly authorized, executed and delivered by the Company and the Guarantors and are enforceable against them, subject to customary enforceability exceptions, and that the issuance of the Notes has been duly authorized. Such order Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Additional Notes. The Trustee may appoint an 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 of the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee is authorized to do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An 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 4 or Section 10.02, 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 entirety to 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 Trustee pursuant to Article 4 or Section 10.02, as applicable, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

Sources: Indenture (Cleveland-Cliffs Inc.), Indenture (Cleveland-Cliffs Inc.)

Execution and Authentication. (a) At least one One Officer of the Issuer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile, electronic (including a digital signature provided by DocuSign) or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $500,000,000 and (2) subject to the terms of this Indenture, the Trustee shallAdditional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at The Trustee may request and rely upon an Issuer Order prior to authenticating any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) . The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, the Company or an Affiliate agent for service of notices and demands. In case any of the Company. Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

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

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $1,000,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company signed by an one Officer (an the Authentication Company Order”). Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, 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 Affiliate entirety to 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 Trustee pursuant to Article IV, any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Company Order of the successor Person, shall authenticate and make available for delivery upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

Sources: Indenture (Builders FirstSource, Inc.), Indenture (Builders FirstSource, 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 the Issuer (a) At Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,200,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least one $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders, the Company or an Affiliate agent for service of the Companynotices and demands. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 2 contracts

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

Execution and Authentication. (a) At least one One Officer of each Issuer shall execute sign the Notes on behalf of for the Company Issuers by manual manual, facsimile or facsimile pdf signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $750,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuers signed by an one Officer of each Issuer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 either Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged or amalgamated with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger or amalgamation, or into which either Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

Sources: Indenture (Restaurant Brands International Limited Partnership), Indenture (Restaurant Brands International Limited Partnership)

Execution and Authentication. (a) At least one One Officer of the Issuer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile electronic signature. If an any Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee authenticates manually 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $1,000,000,000, and (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuer signed by an Officer of the Issuer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

Sources: Indenture (Frontier Communications Parent, Inc.), Indenture (Frontier Communications Corp)

Execution and Authentication. (a) At least one An Officer of the Company shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee 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 delivered issued under this Indenture. (c) On . At any time and from time to time after the Issue Dateexecution and delivery of this Indenture, the Trustee shallshall authenticate and make available for delivery: (1) Notes of a series for original issue on the Issue Date therefor in an aggregate principal amount specified in the applicable Authentication Order and (2) any Additional Notes of such series for original issue from time to time after the initial Issue Date for such series in such principal amounts as set forth in Section 2.14, in each case upon receipt of a written order of the Company signed by an Officer two Officers of the Company (an “Authentication Order”). Such Authentication Order shall specify the principal amount of the Notes to be authenticated and the date on which the issue of Notes is to be authenticated. Notwithstanding anything to the contrary contained herein, authenticate and deliver the Initial Notes. In addition, at any time and Company may from time to time, without notice to or consent of the Trustee shallHolders, upon receipt issue such additional principal amounts of an Authentication Order, authenticate and deliver any Additional Notes as may be issued and authenticated pursuant to clause (2) of this paragraph, and Notes authenticated and delivered upon registration or transfer of, or in an aggregate principal amount specified exchange for, or in such Authentication Order for such Additional lieu of, other Notes issued hereunder. (d) of the same series pursuant to Section 2.6, Section 2.8, Section 2.9, Section 3.6 or Section 9.5. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has In case the same rights Company, pursuant to Article V, 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 with Holdersany Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person that shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an Affiliate indenture supplemental hereto (if not otherwise a party to the Indenture) with the Trustee pursuant to Article V, any of the Company. (e) The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Authentication Order of the successor Person, shall authenticate and make available deliver Notes as specified in such order for delivery upon a written order the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether delivered in any new name of a successor Person (if other than the Notes are Company) pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person (if other than the Company), at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name. In connection with the transfer, authentication or cancellation of any Notes by the Trustee, in addition to the other Unrestricted Global Notesrequirements of this Article II and Section 10.4, the Trustee may require that the Company deliver to Trustee an Opinion of Counsel as provided in Section 7.2(b).

Appears in 2 contracts

Sources: Indenture (Ralph Lauren Corp), Indenture (Ralph Lauren Corp)

Execution and Authentication. (a) At least one Officer The Notes shall execute the Notes be executed on behalf of the Company by any Officer. The signature of any of these Officers on the Notes may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time a Note is authenticatedthe Authentication Agent authenticates the Note, the Note shall nevertheless be valid. (b) A valid nevertheless. No Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form of Exhibit A attached hereto provided for herein executed by the Authentication Agent by manual signature of an authorized signatory of the Trustee. The signature signature, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated and delivered under hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Paying Agent for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. (c) On . The Notes of each series shall be issuable in such denominations as shall be specified as contemplated by Section 2.01. In the Issue Dateabsence of any such provisions with respect to the Notes of any series, the Trustee shall, upon receipt Notes of such series denominated in Dollars shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof and the Notes of such series denominated in a written order Non-Dollar Currency shall be issuable in denominations equivalent to $2,000 and integral multiples equivalent to $1,000 in excess thereof in that Non-Dollar Currency (in each case rounded to an integral multiple of the Company signed by an Officer (an “Authentication Order”1,000 units of such Non-Dollar Currency), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authentication Agent”) acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. The Trustee hereby appoints with due care Citibank, N.A., as the Authentication Agent and Citibank, N.A. hereby accepts such appointment. The Company hereby confirms this appointment as acceptable to it. The Trustee shall have no responsibility to compensate, reimburse or indemnify the Authentication Agent. The Trustee may do so. Each reference in this Indenture change the Authentication Agent without prior notice to authentication by the Trustee includes authentication by such agent. An authenticating agent has Holders; provided the same rights as an Authentication Agent is acceptable to deal with Holders, the 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 $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 2 contracts

Sources: Indenture (British American Tobacco p.l.c.), Indenture (Reynolds American Inc)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee manually authenticates the Note. The signature of the Trustee on a security shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $315,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount, and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuer signed by an one Officer of the Issuer (an the Authentication Issuer Order”), authenticate and deliver . Such Issuer Order shall specify whether the Initial Notes shall be in the form of Definitive Notes or Global Notes. In addition, at any time and from time to time, the Trustee shallamount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated, upon receipt of an Authentication Order, authenticate and deliver any whether the Notes are to be Initial Notes or Additional Notes and to whom such Notes should be delivered (which in an aggregate principal amount specified in such Authentication Order for such Additional the case of Global Notes, shall be the Notes issued hereunder. (d) Custodian). The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent Any such instrument 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV or Section 10.2, the Company or an Affiliate as applicable, any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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, 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

Sources: Indenture (CPG Newco LLC), Indenture (CPG Newco LLC)

Execution and Authentication. (a) At least one Officer of the Issuer shall execute the Notes on behalf of the Company Issuer, which shall include images of manually executed signatures transmitted by manual facsimile, email or facsimile signatureother electronic format (including, without limitation, “.pdf,” “.tif,” “.jpg” or other format) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto hereto, by the manual manual, facsimile or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) . On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer Issuer’s Order (an “Authentication Order”), authenticate and deliver the Initial NotesNotes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time and time, from time to time, the Trustee shall, upon receipt of an Authentication OrderOrder (together with such other documents as may be required pursuant to this Indenture), authenticate and deliver any Additional Notes in for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder. (d) . The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 2 contracts

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

Execution and Authentication. (a) At least one Officer of the Issuer shall execute sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. (b) . A Note signed by the Issuer in accordance with this Section 2.02 shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee. The signature of the Trustee shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On . The form of Trustee’s certificate of authentication to be borne by the Issue Date, the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall, (a) upon receipt of a written order of the Company signed by an Officer Issuer Order, requesting authentication pursuant to Section 2.02 hereof (an “Authentication Order”), authenticate and deliver (i) for original issue on the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Issue Date Notes in an aggregate principal amount specified of $240,380,000 and (ii) PIK Notes, that may be validly issued under this Indenture, and (b) upon receipt of an Issuer Order, increase the principal amount of any Global Note as a result of a PIK Payment, which such amount shall be communicated to the Trustee. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Issuer shall be responsible for making all calculations and determinations with respect to accrued interest payable, including with respect to any PIK Notes or the increase of principal amount of any Global Note as a result of a PIK Payment contemplated hereby. The Issuer shall make all such calculations and determinations in such Authentication Order for such Additional Notes issued hereunder. (d) good faith and, absent manifest error, the Issuer’s calculations shall be final and binding on Holders. Upon written request, the Issuer shall promptly provide a schedule of its calculations to the Trustee. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company Issuer or an Affiliate of the Company. (e) Issuer. The Issuer, the Trustee and any agent of the Issuer or the Trustee shall authenticate 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 make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms provisions of this IndentureIndenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, Additional Notes whether or not such Note is overdue, and (c) neither the Issuer, the Trustee nor any Unrestricted Global Notes issued in exchange for any agent of the foregoing in accordance with this Indenture. Such order Issuer or the Trustee shall specify be affected by notice to the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notescontrary.

Appears in 2 contracts

Sources: Indenture Agreement (Centrus Energy Corp), Indenture Agreement (United States Enrichment Corp)

Execution and Authentication. (a) At least one One Officer of the Issuer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $600,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Trustee, Paying Agent to deal with Holders, the Company or an Affiliate agent for service of notices and demands. In case any of the Company. Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

Sources: Indenture (Carvana Co.), Indenture (Carvana Co.)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $525,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company signed by an one Officer (an the Authentication Company Order”). Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, 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 Affiliate entirety to 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 Trustee pursuant to Article IV, any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Company Order of the successor Person, shall authenticate and make available for delivery upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

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

Execution and Authentication. (a) At least one Officer shall execute the Notes on behalf of the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (b) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of provided for in Exhibit A attached hereto hereto, by the manual signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) . On the Issue Date, the Trustee shall, upon receipt of a written the Issuers’ order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and time, from time to time, the Trustee shall, shall upon receipt of an Authentication Order, Order authenticate and deliver any (i) Additional Notes and (ii) Exchange Notes or private exchange notes for issue only in an aggregate Exchange Offer or a private exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount specified in such of Initial Notes. Such Authentication Order for such shall specify the amount of the Notes to be authenticated and, in the case of any issuance of Additional Notes issued hereunder. (d) pursuant to Section 2.01, shall certify that such issuance is in compliance with Section 4.03 and Section 4.06. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuers. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 2 contracts

Sources: Indenture (Tops Markets Ii Corp), Indenture (Tops Holding Corp)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $465,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (3) Exchange Notes for issue only in an exchange offer pursuant to the Registration Rights Agreement and only in exchange for Initial Notes or Additional Notes of an equal principal amount and (4) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and deliver whether the Notes are to be Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) or Exchange Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

Sources: Indenture (Epicor International Holdings, Inc.), Indenture (Epicor Software Corp)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf for each of the Company Issuers by manual manual, facsimile or facsimile electronic signature. If an Officer the Officers whose signature is are on a Note no longer holds that such office at the time a Note is authenticatedthe Trustee or Authenticating Agent authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee or the Authenticating Agent authenticates the Note. The signature of the Trustee or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. (c) On . The Trustee may authenticate the Issue DateNote by manual, facsimile or electronic signature. Electronically imaged signatures such as .pdf files, faxed signatures or other electronic signatures to the Trustee shall, upon receipt Note and the authentication pages to the Note shall have the same effect as original signatures. A Note shall be dated the date of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notesits authentication. In addition, at At any time and from time to timetime after the execution and delivery of this Indenture, the Trustee shall, upon receipt of an Authentication Order, Authenticating Agent shall authenticate and deliver any Additional make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount specified in such Authentication Order for such of $500,000,000 and (2) subject to the terms of this Indenture, Additional Notes issued hereunder. for original issue in an unlimited principal amount, in each case upon a written order of the Issuers signed by one Officer (d) the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentan Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, the Company or an Affiliate agent for service of notices and demands. In case any of the Company. Issuers or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated, merged or amalgamated with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to 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 Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 2 contracts

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

Execution and Authentication. (a) At least one Officer of the Issuer shall execute sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. (b) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee. The signature of the Trustee shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On . The form of Trustee’s certificate of authentication to be borne by the Issue Date, the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Issuer Order, (a) authenticate and deliver any Additional (i) for original issue on the Issue Date Notes in an aggregate principal amount specified in such Authentication Order for such Additional of $240,380,000 and (ii) PIK Notes, that may be validly issued under this Indenture, and (b) increase the principal amount of any Global Note as a result of a PIK Payment. The aggregate principal amount of Notes issued hereunder. (d) that may be authenticated and delivered under this Indenture is unlimited. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company Issuer or an Affiliate of the Company. (e) Issuer. The Issuer, the Trustee and any agent of the Issuer or the Trustee shall authenticate 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 make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms provisions of this IndentureIndenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, Additional Notes whether or not such Note is overdue, and (c) neither the Issuer, the Trustee nor any Unrestricted Global Notes issued in exchange for any agent of the foregoing in accordance with this Indenture. Such order Issuer or the Trustee shall specify be affected by notice to the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notescontrary.

Appears in 1 contract

Sources: Indenture Agreement (Usec Inc)

Execution and Authentication. (a) At least one One Officer of the Company shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless, after giving effect to any exchange of Initial Notes for Exchange Notes. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $255,000,000, (2) from time to time PIK Notes for issue in connection with a PIK Payment, (3) Additional Notes for original issue and (4) Exchange Notes for issue only in an exchange offer pursuant to the Trustee shallRegistration Rights Agreement, and only in exchange for Initial Notes, PIK Notes or Additional Notes of an equal principal amount, in each case upon receipt of a written order of the Company signed by two Officers of the Company or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (an the Authentication Company Order”), authenticate . Such Company Order shall specify the amount of the Notes to be authenticated (including whether such Notes shall be PIK Notes) and deliver the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes. In addition, at any time and from time to timePIK Notes, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) or Exchange Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent has the same rights as an Agent to deal with Holders, In case the Company or any Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which any 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 Affiliate indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Company. (e) The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available deliver Notes as specified in such order for delivery upon a written order the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (DENVER PARENT Corp)

Execution and Authentication. (a) At least one One Officer of each Issuer shall execute sign the Notes on behalf of for the Company Issuers by manual manual, facsimile or facsimile electronic signature. If an any Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee authenticates manually 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $1,400,000,000, and (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuers signed by an one Officer of each Issuer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 either Issuer or any Guarantor, pursuant to ‎Article IV or ‎Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which either Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to ‎Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this ‎Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Windstream Parent, Inc.)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $350,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company signed by an one Officer (an the Authentication Company Order”). Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, 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 consolidate with or merge with or into, or convey, transfer, lease or otherwise dispose of all or substantially all its assets, to 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 Affiliate indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Company Order of the successor Person, shall authenticate and make available for delivery upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (GCP Applied Technologies Inc.)

Execution and Authentication. (a) At least one One Officer of each Issuer shall execute sign the Notes on behalf of for the Company Issuers by manual manual, facsimile, pdf or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $1,400,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuers signed by an one Officer of each Issuer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 either Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged or amalgamated with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger or amalgamation, or into which either Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Restaurant Brands International Limited Partnership)

Execution and Authentication. (a) At least one Officer The Notes shall execute the Notes be executed on behalf of the Company by two Officers of the Company or an Officer and an Assistant Secretary of the Company and the Guarantees shall be executed on behalf of the Guarantors by two Officers of each of the Guarantors or an Officer and an Assistant Secretary of each of the Guarantors. Such signature may be either manual or facsimile. The Company's seal may be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile signatureform. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form Trustee manually signs the certificate of Exhibit A attached hereto by authentication on the manual signature of an authorized signatory of the TrusteeNote. The Such signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.. The Trustee or an authenticating agent shall (1) authenticate Initial Notes for original issue in the aggregate principal amount of $200,000,000 and (2) authenticate Exchange Notes for issue only in a Registered Exchange Offer, pursuant to the Exchange and Registration Rights Agreement, for Initial Notes for a like principal amount of Initial Notes exchanged pursuant thereto, in each case upon a Company Request. The aggregate principal amount of Notes outstanding at any time may not exceed $200,000,000 except as provided in Section 2.07 hereof. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and integral multiples thereof. The Company Request directing the authentication and delivery of Notes shall specify whether such Notes shall be issued in the form of definitive Notes or Global Notes. Such Company Request shall specify the amount of the Notes to be authenticated, the date on which the original issue of the Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. If the Company Request specifies that the Notes are to be issued in the form of one or more Global Notes, then the Company shall execute (and the Guarantors will execute the Guarantees endorsed thereon) and the Trustee shall, in accordance with 27 35 this Section and such Company Request, authenticate and deliver one or more Global Notes in definitive form that: (a) shall be registered in the name of the Depositary or a nominee of such Depositary, (b) shall, at the instruction of the Company, be delivered by the Trustee to the Depositary or held by the Trustee as custodian for the Depositary, and (c) On shall include and bear a legend substantially to the Issue Dateeffect that unless and until it is exchanged in whole or in part for definitive Notes, such Global Notes may not be transferred except as a whole by the Trustee shall, upon receipt of Depositary to a written order nominee of the Company signed Depositary or by an Officer (an “Authentication Order”), authenticate and deliver a nominee of the Initial NotesDepositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. In additionThe Depositary must, at the time of its designation and at all times when it serves as Depositary, be a clearing agency registered under the Exchange Act and any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) other applicable statute or regulation. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Any appointment shall be evidenced by instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Each reference in 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 Holders, the 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 $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Indenture (Lamar Advertising Co)

Execution and Authentication. (a) At least one One Officer of each Issuer shall execute sign the Notes on behalf of for the Company Issuers by manual manual, facsimile, pdf or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. (b) 89 A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. (c) On . A Note shall be dated the Issue Date, the Trustee shall, upon receipt date of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notesits authentication. In addition, at At any time and from time to timetime after the execution and delivery of this Indenture, the Trustee shall, upon receipt of an Authentication Order, shall authenticate and deliver any Additional make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount specified in such Authentication Order for such of $1,200,000,000, (2) subject to the terms of this Indenture, Additional Notes issued hereunder. for original issue in an unlimited principal amount and (d3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Issuers signed by one Officer of each Issuer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 either Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged or amalgamated with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger or amalgamation, or into which either Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Restaurant Brands International Limited Partnership)

Execution and Authentication. (a) At least one Officer Two Officers shall execute sign the Notes on behalf of the Company for each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (b) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Supplemental Indenture. (c) On . At any time and from time to time after the Issue Dateexecution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee shallfor authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount of (a) in the case of the 2041 Notes $1,500,000,000 and (b) in the case of the 2052 Notes $1,000,000,000, and (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Issuers, in each case specified in clauses (i) and (ii) above, upon receipt of a written order of the Company Issuers signed by an Officer of each Issuer (an “Authentication Order”). Such Authentication Order shall specify the amount and series of Notes to be authenticated and the date on which the Notes are to be authenticated, authenticate whether such Notes are to be Initial Notes or Additional Notes and deliver whether the Initial Notes. In addition, at any time Notes are to be issued as one or more Global Notes and from time to time, such other information as the Issuers may include or the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an may reasonably request. The aggregate principal amount specified of Notes which may be authenticated and delivered under this Supplemental Indenture is unlimited. On the Issue Date, the Issuers will issue Initial Notes in such Authentication Order for such the form of one or more Global Notes, as provided in Section 2.01(c). Any Additional Notes shall also be issued hereunder. (d) in the form of one or more Global Notes, as provided in Section 2.01(c). The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental 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 Holders or an Affiliate of the CompanyIssuers. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Nineteenth Supplemental Indenture (Cco Holdings LLC)

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Responsible Officer of the Issuer (ai) At least one the Initial Notes for original issue on the Closing Date in an aggregate principal amount of $1,250,000,000 and (ii) subject to the terms of this Indenture, the Additional Notes from time to time after the Closing Date in an aggregate principal amount not to exceed $750,000,000. Such written order for the issuance of the Notes shall specify (i) the date on which the original issuance of such Notes is to be authenticated, (ii) whether such Notes are to be Initial Notes or Additional Notes of a particular tranche and (iii) the number of separate certificates evidencing such Notes to be authenticated, the principal amount of each of such Notes to be authenticated, the registered holder of each of such Notes and delivery instructions for each of such Notes, payment instructions for each of such Notes and such other documents and information as the Trustee and the Issuer may reasonably request in connection with such Notes. The applicable Purchaser shall, upon request of the Issuer, provide the information required pursuant to subclause (iii) of the immediately preceding sentence. One Responsible Officer shall execute sign each of the Notes on behalf of for the Company Issuer by manual or facsimile electronic signature. If an a Responsible Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be valid nor shall it be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee signs the certificate of authentication on the Note by manual signature. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate Notesthe Notes on behalf of the Trustee by manual signature. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do soso by manual signature. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders, the Company or an Affiliate agent for service of the Companynotices and demands. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Indenture (Wolfspeed, Inc.)

Execution and Authentication. (a) At least one One Officer of each Issuer shall execute sign the Notes on behalf of the Company for such Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless, after giving effect to any exchange of Initial Notes for Exchange Notes. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the 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 (a1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000350,000,000, (b2) subject Additional Notes for original issue and (3) Exchange Notes for issue only in an exchange offer pursuant to the terms of this IndentureRegistration Rights Agreement, Additional Notes and (c) any Unrestricted Global Notes issued only in exchange for any Initial Notes or Additional Notes of an equal principal amount, in each case upon a written order of the foregoing in accordance with this IndentureIssuers signed by two Officers of each Issuer or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each Issuer (the "Company Order"). Such order Company Order shall specify the amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes. The Trustee may appoint an agent (the "Authenticating Agent") reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. In case any Issuer or any Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Unrestricted Global Person or shall convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which any Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Tronox Inc)

Execution and Authentication. (a) At least one An authorized Officer of each Issuer shall execute sign the Notes on behalf of for the Company Issuers by manual or facsimile signature. If an authorized Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, . Pursuant to an Issuer Order delivered in accordance with Section 12.02 to the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, (a) the Issuers shall execute and the Trustee shall, upon receipt of an Authentication Order, shall authenticate and deliver any Additional (i) Original Notes in for original issue up to an aggregate principal amount specified in such Authentication Order for of $349,100,000 and (ii) Additional Notes (including PIK Notes), subject to compliance at the time of issuance of such Additional Notes issued hereunder. (dincluding PIK Notes) with the provisions of this Indenture, in an unlimited amount and (b) the Trustee shall increase the principal amount of any Global Note as a result of a PIK Payment by adjustment made by the Trustee on Schedule A to such Global Note. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar Transfer Agent or Paying Agent to deal with Holders, the Company Issuers or an Affiliate of the Company. (e) Issuers. The Trustee shall have the right to decline to authenticate and make available for delivery upon a written order of deliver any Notes under this Section 2.02 if the Company signed by one Officer of Trustee determines that such action may not lawfully be taken or if the Company (a) Initial Notes for original issue on Trustee in good faith shall determine that such action would expose the Issue Date in an aggregate principal amount of $702,000,000, (b) subject Trustee to the terms of this Indenture, Additional Notes and (c) personal liability to any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global NotesHolders.

Appears in 1 contract

Sources: Indenture (Foresight Energy LP)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $800,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company signed by an one Officer (an the Authentication Company Order”). Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, 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 Affiliate entirety to 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 Trustee pursuant to Article IV, any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Company Order of the successor Person, shall authenticate and make available for delivery upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Wayfair Inc.)

Execution and Authentication. (a) At least one One Officer of the Issuer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $1,741,259,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (3) any PIK Notes issued in payment of PIK Interest and (4) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at On any time and from time interest payment date on which the Issuer pays PIK Interest with respect to timea Global Note, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate shall increase the principal amount specified in of such Authentication Order Global Note by an amount equal to the interest payable, rounded up to the nearest whole Dollar, for the relevant interest period on the principal amount of such Global Note as of the relevant record date for such Additional interest payment date, to the credit of the Holders on such record date, pro rata in accordance with their interests, and an adjustment shall be made on the books and records of the Trustee (if it is then the Note Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Note Custodian, to reflect such increase. On any interest payment date on which the Issuer pays PIK Interest by issuing definitive PIK Notes, the principal amount of any such PIK Notes issued hereunder. (d) to any Holder, for the relevant interest period as of the relevant record date for such interest payment date, shall be rounded up to the nearest whole Dollar. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Trustee, Paying Agent to deal with Holders, the Company or an Affiliate agent for service of notices and demands. In case any of the Company. Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Carvana Co.)

Execution and Authentication. (a) At least one An Officer of each Issuer (who shall have been duly authorized by all requisite action) shall execute the Notes on behalf of the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company Company, the Corporate Issuer or an Affiliate of the Company. (ed) The Trustee shall authenticate and make available for delivery upon receipt of a written order of the Company Issuers signed by one an Officer of the Company each Issuer (who shall have been duly authorized by all requisite action) (an “Authentication Order”) (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000220,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order Authentication Order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Senior Notes Indenture (Woodside Homes, Inc.)

Execution and Authentication. (a) At least one One Officer of each Issuer shall execute sign the Notes on behalf of for the Company Issuers by manual manual, facsimile or facsimile pdf signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $750,000,000, (b) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (c) On under the Issue Datecircumstances set forth in Section 2.06(e), Initial Notes in the Trustee shallform of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuers signed by an one Officer of each Issuer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 an Agent Issuer, pursuant to deal Article 4, shall be consolidated or merged or amalgamated with Holdersor into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the Company successor Person resulting from such consolidation, or surviving such merger or amalgamation, or into which an Affiliate Issuer 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 Trustee pursuant to Article 4, any of the Company. Notes authenticated or delivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Yum Brands Inc)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer of the Company whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (b) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . The Trustee shall authenticate (ci) On the Initial Notes for original issue on the Issue DateDate in the aggregate principal amount of $185,000,000, the Trustee shall(ii) any Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes, and (iii) Additional Notes issued in compliance with Section 2.16 in each case, upon receipt of a written order of the Company signed by an Officer one Officer, which written order shall specify (an “Authentication Order”)a) the amount of Notes to be authenticated and the date of original issue thereof, authenticate (b) whether the Notes are Initial Notes or Exchange Notes and deliver (c) the Initial Notesamount of Notes to be issued in global form or definitive form. 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 The aggregate principal amount specified in of Notes that may be authenticated and delivered under this Indenture is unlimited, subject to compliance with Section 2.16. The Initial Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Notes and the Exchange Notes will vote and consent together on all matters to which such Authentication Order for Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes or the Exchange Notes shall have the right to vote or consent as a separate class on any matter to which such Additional Notes issued hereunder. (d) Holders are entitled to vote or consent. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent agent to deal with Holders, the Company Holders or an Affiliate of the Company. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Indenture (Inspecciones Maritimas S.A)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. If an Officer the Officers whose signature is are on a Note no longer holds that such office at the time a Note is authenticatedthe Trustee or Authenticating Agent authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee or the Authenticating Agent manually authenticates the Note. The signature of the Trustee or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of €350,000,000 and (2) subject to the terms of this Indenture, the Trustee shallAdditional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentan Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, the Company or an Affiliate agent for service of notices and demands. In case any of the Company. Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which any of the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Avis Budget Group, Inc.)

Execution and Authentication. (a) At least one Officer shall execute sign the Notes on behalf of the Company Issuer by manual manual, facsimile or facsimile electronic transmission signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee authenticates the Note. The manual, facsimile or electronic transmission signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $1,250,000,000 and (2) subject to the terms of this Indenture, the Trustee shallAdditional Notes, in each case upon receipt of a written order of the Company Issuer signed by an Officer of the Issuer (an the Authentication Issuer Order”), authenticate . Such Issuer Order shall specify the amount of the Notes to be authenticated and deliver the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has In case the same rights Issuer or any Guarantor, 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 Issuer or such 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 Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. (e) The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of the successor Person, shall authenticate and make available deliver Notes as specified in such order for delivery upon a written order the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (American Axle & Manufacturing Holdings Inc)

Execution and Authentication. (a) At least one Officer An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall execute sign the Notes on behalf of the Company Issuer by manual manual, electronic or facsimile signature. If an Officer authorized member of the Issuer’s Board of Directors or an executive officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee (or its authenticating agent) authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . The Issuer shall execute, which execution may be by Electronic Means (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”including DocuSign or other electronic platform), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shalland, upon receipt of an Authentication Issuer Order, the Trustee shall authenticate and deliver any Additional Notes in (whether itself or via the authenticating agent), which such authentication may be by manual or electronic (including DocuSign or other electronic platform) signature (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount specified in such Authentication Order for such of $1,250,000,000 and (b) Additional Notes, from time to time. The Issuer is permitted to issue Additional Notes issued hereunder. as part of a further issue under this Indenture, from time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN (dor be represented by the same Global Note or Global Notes) as the Original Notes unless the Additional Notes are fungible with the Original Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations of $2,000 and any integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with Holders, the Company Issuer or an Affiliate of the Company. (e) Issuer. The Trustee shall have the right to decline to authenticate and make available for delivery upon a written order of deliver any Notes under this Section 2.02 if the Company signed Trustee, being advised by one Officer of counsel, determines that such action may not lawfully be taken or if the Company (a) Initial Notes for original issue on Trustee in good faith shall determine that such action would expose the Issue Date in an aggregate principal amount of $702,000,000, (b) subject Trustee to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes personal liability to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notesexisting Holders.

Appears in 1 contract

Sources: Indenture (Royal Caribbean Cruises LTD)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be valid and shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly authenticated and validly authenticated, issued and delivered under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $315,000,000, (2) subject to the Trustee shallterms of this Indenture (including Section 4.10), Additional Notes for original issue in an unlimited principal amount and (3) Exchange Notes for issue only in a Registered Exchange Offer or upon receipt resale under an effective Shelf Registration Statement, and only in exchange for Initial Notes or Additional Notes of an equal principal amount, in each case upon a written order of the Company Issuer signed by an Officer of the Issuer (an the Authentication Issuer Order”). Such Issuer Order shall (a) specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate (b) the amount of the Notes to be authenticated and deliver the date on which the original issue of Notes is to be authenticated, (c) and whether the Notes are to be Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional or Exchange Notes issued hereunder. and (d) in the case of any issuance of Additional Notes, certify that such issuance is in compliance with Section 4.10 of the Indenture. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer, pursuant to Article Five, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer 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 Holdersthe Trustee pursuant to Article Five, the Company or an Affiliate any of the Company. (e) The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of the successor Person, shall authenticate and make available for delivery upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (LCE AcquisitionSub, Inc.)

Execution and Authentication. (a) At least one One Officer of the Issuer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $400,000,000, and (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, the Company or an Affiliate agent for service of notices and demands. In case any of the Company. Issuer or any Guarantor, pursuant to ‎Article IV or ‎Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to ‎Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this ‎Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Ryan Specialty Group Holdings, Inc.)

Execution and Authentication. (a) At least one One Officer of each Issuer shall execute sign the Notes on behalf of for the Company Issuers by manual manual, facsimile, pdf or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $750,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuers signed by an one Officer of each Issuer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 either Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged or amalgamated with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger or amalgamation, or into which either Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Restaurant Brands International Inc.)

Execution and Authentication. (a) At least one One Officer shall execute the Notes on behalf of the Company shall sign the Notes for the Company by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $500,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in SECTION 2.6(e), Initial Notes in the form of an Unrestricted Global Note in each case upon receipt of a written order of the Company signed by an one Officer (an the Authentication Company Order”). Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, 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 Affiliate entirety to 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 Trustee pursuant to ARTICLE IV, any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Company Order of the successor Person, shall authenticate and make available for delivery upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this SECTION 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (iHeartMedia, Inc.)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $300,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Bankrate, Inc.)

Execution and Authentication. (a) At least one Officer shall execute must sign the Notes on behalf of the Company for each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. (b) . A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . The Trustee will authenticate: (ci) On for original issue on the Issue Date, Initial Notes in the Trustee shallaggregate principal amount of $2,050,000,000, and (ii) any amount of Additional Notes specified by the Issuers, in each case, upon receipt of a written order of the Company Issuers signed by an Officer two Officers (an “Authentication Order”), authenticate . Such order shall specify (a) the amount of the Notes to be authenticated and deliver the Initial date of original issue thereof and (b) whether the Notes are Restricted Notes or Unrestricted Notes. In addition, The aggregate principal amount of Notes outstanding at any time and from time to time, may not exceed the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified of Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in such Authentication Order for such Additional Notes issued hereunder. (d) Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company Holders 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 and the Additional Notes shall be treated as a single class for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of all purposes under this Indenture, Additional and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and (c) any Unrestricted Global Additional Notes. Nothing in this paragraph shall be deemed to modify, replace or otherwise affect the restrictions on transfer applicable to Restricted Notes issued set forth in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global NotesSection 2.06 hereof.

Appears in 1 contract

Sources: Indenture (NGL Energy Partners LP)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company by manual manual, facsimile or facsimile pdf signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $500,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company signed by an one Officer (an the Authentication Company Order”). Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, 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 Affiliate entirety to 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 Trustee pursuant to Article IV, any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Company Order of the successor Person, shall authenticate and make available for delivery upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (TUTOR PERINI Corp)

Execution and Authentication. (a) At least one An Officer shall execute sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of €200,000,000 and (2) subject to the terms of this Indenture, the Trustee shallAdditional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuer signed by an Officer of the Issuer (an the Authentication Issuer Order”), authenticate . Such Issuer Order shall specify the amount of the Notes to be authenticated and deliver the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may (at the expense of the Issuer) appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has In case the same rights Issuer, 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 Issuer 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 Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. (e) The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of the successor Person, shall authenticate and make available deliver Notes as specified in such order for delivery upon a written order the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Quiksilver Inc)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $1,032,607,000 and (2) subject to the terms of this Indenture, the Trustee shallAdditional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. For the avoidance of doubt, no Opinion of Counsel shall be required in connection with the authentication of the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Community Health Systems Inc)

Execution and Authentication. (a) At least one One Officer of the Issuer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $500,000,000 and (2) subject to the terms of this Indenture, the Trustee shallAdditional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuer signed by an one Officer of the Issuer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, the Company or an Affiliate agent for service of notices and demands. In case any of the Company. Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (GrubHub Inc.)

Execution and Authentication. (a) At least one Officer shall execute sign the Notes on behalf of the Company Issuer by manual manual, facsimile or facsimile electronic transmission signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee authenticates the Note. The manual, facsimile or electronic transmission signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $850,000,000 and (2) subject to the terms of this Indenture, the Trustee shallAdditional Notes, in each case upon receipt of a written order of the Company Issuer signed by an Officer of the Issuer (an the Authentication Issuer Order”), authenticate . Such Issuer Order shall specify the amount of the Notes to be authenticated and deliver the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has In case the same rights Issuer or any Guarantor, 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 Issuer or such 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 Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. (e) The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of the successor Person, shall authenticate and make available deliver Notes as specified in such order for delivery upon a written order the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (American Axle & Manufacturing Holdings Inc)

Execution and Authentication. (a) At least one One Officer of each Issuer shall execute sign the Notes on behalf of for the Company Issuers by manual manual, facsimile, pdf or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. (b) 89 A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. (c) On . A Note shall be dated the Issue Date, the Trustee shall, upon receipt date of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notesits authentication. In addition, at At any time and from time to timetime after the execution and delivery of this Indenture, the Trustee shall, upon receipt of an Authentication Order, shall authenticate and deliver any Additional make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount specified in such Authentication Order for such of $500,000,000, (2) subject to the terms of this Indenture, Additional Notes issued hereunder. for original issue in an unlimited principal amount and (d3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Issuers signed by one Officer of each Issuer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 either Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged or amalgamated with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger or amalgamation, or into which either Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Restaurant Brands International Inc.)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If the Company has a corporate seal, it may be reproduced on the Notes and, if so, it may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (b) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee. The Such signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A-1 or A-2 hereto. Each Note shall be dated the date of its authentication. The Trustee shall authenticate (ci) On the Series A Notes for original issue on the Issue DateDate in the aggregate principal amount of $75,000,000 (the "Original Notes"), (ii) additional Series A Notes for original issue from time to time after the Trustee shallIssue Date in such principal amounts as may be set forth in a written order of the Company described in this sentence and (iii) the Series B Notes for original issue 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 signed by an Officer one Officer, which written order shall specify (an “Authentication Order”)a) the amount of Notes to be authenticated and the date of original issue thereof, authenticate (b) whether the Notes are Series A Notes or Series B Notes, and deliver (c) the Initial Notesamount of Notes to be issued in global form or definitive form. In addition, The aggregate principal amount of Notes outstanding at any time may not exceed $75,000,000 plus such additional principal amounts as may be issued and from time authenticated pursuant to timeclause (ii) of this paragraph, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes except as provided in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holdersthe Company, the Company any Guarantor or an Affiliate of the Company. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Indenture (Ascent Energy Inc)

Execution and Authentication. (a) At least one Officer An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall execute sign the Notes on behalf of the Company Issuer by manual manual, electronic or facsimile signature. If an Officer authorized member of the Issuer’s Board of Directors or an executive officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee (or its authenticating agent) authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (ca) On Original Notes, on the Issue Datedate hereof, the Trustee shallfor original issue an aggregate principal amount of $790,000,000 and (b) Additional Notes, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, subject to compliance at the Trustee shalltime of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, upon receipt of an Authentication Orderfrom time to time; provided that, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes issued hereunder. (d) are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with Holders, the Company Issuer or an Affiliate of the Company. (e) Issuer. The Trustee shall have the right to decline to authenticate and make available for delivery upon a written order of deliver any Notes under this ‎‎Section 2.02 if the Company signed Trustee, being advised by one Officer of counsel, determines that such action may not lawfully be taken or if the Company (a) Initial Notes for original issue on Trustee in good faith shall determine that such action would expose the Issue Date in an aggregate principal amount of $702,000,000, (b) subject Trustee to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes personal liability to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notesexisting Holders.

Appears in 1 contract

Sources: Indenture (Norwegian Cruise Line Holdings Ltd.)

Execution and Authentication. (a) At least one Officer Two Officers shall execute sign the Notes on behalf of the Company for each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (b) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory (which may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Supplemental Indenture. (c) On . At any time and from time to time after the Issue Dateexecution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee shallfor authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount of (u) in the case of the 2038 Notes, $800,000,000 and (v) in the case of the 2048 Notes, $1,700,000,000, and (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Issuers, in each case specified in clauses (i) and (ii) above, upon receipt of a written order of the Company Issuers signed by an Officer of each Issuer (an “Authentication Order”). Such Authentication Order shall specify the amount and series of Notes to be authenticated and the date on which the Notes are to be authenticated, authenticate whether such Notes are to be Initial Notes or Additional Notes and deliver whether the Initial Notes. In addition, at any time Notes are to be issued as one or more Global Notes and from time to time, such other information as the Issuers may include or the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an may reasonably request. The aggregate principal amount specified of Notes which may be authenticated and delivered under this Supplemental Indenture is unlimited. On the Issue Date, the Issuers will issue Initial Notes in such Authentication Order for such Additional the form of one or more Global Notes, as provided in Section 2.01(c). Any additional Notes shall also be issued hereunder. (d) in the form of one or more Global Notes, as provided in Section 2.01(c). The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental 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 Holders or an Affiliate of the CompanyIssuers. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Ninth Supplemental Indenture (Cco Holdings LLC)

Execution and Authentication. (a) At least one Officer Two Officers shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $258,000,000, (2) subject to the Trustee shallterms of this Indenture Additional Notes for original issue in an unlimited principal amount and (3) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement or upon resale under an effective Shelf Registration Statement, and only in exchange for Initial Notes or Additional Notes, as the case may be, of an equal principal amount, in each case upon receipt of a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (an “Authentication the "Company Order"), authenticate . Such Company Order shall specify the amount of the Notes to be authenticated and deliver the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) or Exchange Notes. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, In case the Company or any Subsidiary Guarantor (if any), pursuant to Article IV or Section 10.2 shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Affiliate entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Subsidiary 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 Trustee pursuant to Article IV, any of the Company. (e) The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available deliver Notes as specified in such order for delivery upon a written order the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Tower Automotive Inc)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $360,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for delivery of notices and demands. In case the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (21st Century Oncology Holdings, Inc.)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $[·], (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”), authenticate ) and deliver the Initial (4) PIK Notes. In addition, at any time and from time to timeSuch Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the Trustee shallamount of the Notes to be authenticated, upon receipt the date on which the original issue of an Authentication OrderNotes is to be authenticated, authenticate the Holder and deliver any whether the Notes are to be Initial Notes or Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated, amalgamated 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 amalgamation, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Essar Steel Canada Inc.)

Execution and Authentication. (a) At least one One Officer of the Issuer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $980,815,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (3) any PIK Notes issued in payment of PIK Interest and (4) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at On any time and from time interest payment date on which the Issuer pays PIK Interest with respect to timea Global Note, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate shall increase the principal amount specified in of such Authentication Order Global Note by an amount equal to the interest payable, rounded up to the nearest whole Dollar, for the relevant interest period on the principal amount of such Global Note as of the relevant record date for such Additional interest payment date, to the credit of the Holders on such record date, pro rata in accordance with their interests, and an adjustment shall be made on the books and records of the Trustee (if it is then the Note Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Note Custodian, to reflect such increase. On any interest payment date on which the Issuer pays PIK Interest by issuing definitive PIK Notes, the principal amount of any such PIK Notes issued hereunder. (d) to any Holder, for the relevant interest period as of the relevant record date for such interest payment date, shall be rounded up to the nearest whole Dollar. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Trustee, Paying Agent to deal with Holders, the Company or an Affiliate agent for service of notices and demands. In case any of the Company. Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Carvana Co.)

Execution and Authentication. (a) At least one An Officer shall execute sign the Notes on behalf of for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (b) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory a Responsible Officer of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the . The Trustee shall, upon receipt of a written order of the Company signed by an Officer Issuers (an the “Authentication Order”)) signed by two Officers of the Issuers directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with and receipt of an Opinion of Counsel, authenticate and deliver deliver: (i) on the Initial Notes. In additionIssue Date, at any time and from time to timean aggregate principal amount of $315 million 10.25%/11.00% Senior Notes due 2016, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any (ii) Additional Notes for an original issue in an aggregate principal amount specified in such an Authentication Order pursuant to this Section 2.2, (iii) PIK Notes as set forth in Section 2.1(e) and (iv) Exchange Notes for such issue only in an Exchange Offer pursuant to the Registration Rights Agreement, for a like principal amount of Initial Notes or Additional Notes issued hereunder. (d) and/or PIK Notes. The Trustee Issuers may appoint an authenticating agent reasonably acceptable to the Company Trustee to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, Holders or the Company Issuers or an Affiliate of the CompanyIssuers. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Indenture (Yankee Holding Corp.)

Execution and Authentication. (a) At least one One Officer of the Issuer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $350,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Trustee, Paying Agent to deal with Holders, the Company or an Affiliate agent for service of notices and demands. In case any of the Company. Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Carvana Co.)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $1,600,809,000 and (2) subject to the terms of this Indenture, the Trustee shallAdditional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. For the avoidance of doubt, no Opinion of Counsel shall be required in connection with the authentication of the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Community Health Systems Inc)

Execution and Authentication. (a) At least one Officer Two Officers shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $200,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement or upon receipt resale under an effective Shelf Registration Statement, and only in exchange for Initial Notes or Additional Notes, as the case may be, of an equal principal amount, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (an the Authentication Company Order”), authenticate . Such Company Order shall specify the amount of the Notes to be authenticated and deliver the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) or Exchange Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, In case the Company or any Subsidiary Guarantor (if any), pursuant to Article IV or Section 10.2 shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Affiliate entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Subsidiary 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 Trustee pursuant to Article IV, any of the Company. (e) The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available deliver Notes as specified in such order for delivery upon a written order the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Earth Products, Inc.)

Execution and Authentication. (a) At least one Officer The Notes shall execute the Notes be executed on behalf of the Company by any Officer. The signature of any of these Officers on the Notes may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time a Note is authenticatedthe Authentication Agent authenticates the Note, the Note shall nevertheless be valid. (b) A valid nevertheless. No Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form of Exhibit A attached hereto provided for herein executed by the Authentication Agent by manual signature of an authorized signatory of the Trustee. The signature signature, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated and delivered under hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Paying Agent for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. (c) On . The Notes of each series shall be issuable in such denominations as shall be specified as contemplated by Section 2.01. In the Issue Dateabsence of any such provisions with respect to the Notes of any series, the Trustee shall, upon receipt Notes of such series denominated in Dollars shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof and the Notes of such series denominated in a written order Non-Dollar Currency shall be issuable in denominations equivalent to $2,000 and integral multiples equivalent to $1,000 in excess thereof in that Non-Dollar Currency (in each case rounded to an integral multiple of the Company signed by an Officer (an “Authentication Order”1,000 units of such Non-Dollar Currency), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authentication Agent”) acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. The Trustee hereby appoints with due care Citibank, N.A., as the Authentication Agent, and Citibank, N.A. hereby accepts such appointment. The Company hereby confirms this appointment as acceptable to it. The Trustee shall have no responsibility to compensate, reimburse or indemnify the Authentication Agent. The Trustee may do so. Each reference in this Indenture change the Authentication Agent without prior notice to authentication by the Trustee includes authentication by such agent. An authenticating agent has Holders; provided the same rights as an Authentication Agent is acceptable to deal with Holders, the 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 $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Indenture (British American Tobacco p.l.c.)

Execution and Authentication. (a) At least one Officer The Notes shall execute the Notes be executed on behalf of the Company by one Officer of the Company and the Guarantees shall be executed on behalf of the Guarantors by one Officer of each of the Guarantors. Such signature may be either manual or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile signatureform. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled valid until the Trustee manually or electronically signs the certificate of authentication pertaining to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeNote. The Such signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.. The Trustee or an authenticating agent shall authenticate (i) Initial Notes for original issue in the aggregate principal amount not to exceed $400,000,000 and (ii) Additional Notes in an unlimited principal amount (so long as permitted by the terms of this Indenture, including, without limitation, Section 4.10). With respect to a Company Request for authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and integral multiples of $1,000. The Company Request directing the authentication and delivery of Notes shall specify whether such Notes shall be issued in the form of Notes or Global Notes. Such Company Request shall specify the amount, series and CUSIP of the Notes to be authenticated, the date on which the original issue of the Notes is to be authenticated and whether the Notes are to be Initial Notes. If the Company Request specifies that the Notes are to be issued in the form of one or more Global Notes, then the Company shall execute (and the Guarantors will execute the Guarantees endorsed thereon) and the Trustee shall, in accordance with this Section and such Company Request, authenticate and deliver one or more Global Notes that: (a) shall be registered in the name of the Depository or a nominee of such Depository, (b) shall, at the instruction of the Initial Purchasers, be delivered by the Trustee to the Depository or held by the Trustee as custodian for the Depository, and (c) On shall include and bear a legend substantially to the Issue Dateeffect that unless and until it is exchanged in whole or in part for Notes, such Global Notes may not be transferred except as a whole by the Trustee shall, upon receipt of Depository to a written order nominee of the Company signed Depository or by an Officer (an “Authentication Order”), authenticate and deliver a nominee of the Initial NotesDepository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. In additionThe Depository must, at the time of its designation and at all times when it serves as Depository, be a clearing agency registered under the Exchange Act and any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) other applicable statute or regulation. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Any appointment shall be evidenced by instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Each reference in 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 Holders, the 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 $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Indenture (Lamar Media Corp/De)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $1,770,337,000 and (2) subject to the terms of this Indenture, the Trustee shallAdditional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. For the avoidance of doubt, no Opinion of Counsel shall be required in connection with the authentication of the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Community Health Systems Inc)

Execution and Authentication. (a) At least one Officer Two Officers shall execute sign the Notes on behalf of the Company for each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (b) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory (which may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Supplemental Indenture. (c) On . At any time and from time to time after the Issue Dateexecution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee shallfor authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount of (u) in the case of the Fixed Rate Notes, $1,100,000,000 and (v) in the case of the Floating Rate Notes, $400,000,000, and (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Issuers, in each case specified in clauses (i) and (ii) above, upon receipt of a written order of the Company Issuers signed by an Officer of each Issuer (an “Authentication Order”). Such Authentication Order shall specify the amount and series of Notes to be authenticated and the date on which the Notes are to be authenticated, authenticate whether such Notes are to be Initial Notes or Additional Notes and deliver whether the Initial Notes. In addition, at any time Notes are to be issued as one or more Global Notes and from time to time, such other information as the Issuers may include or the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an may reasonably request. The aggregate principal amount specified of Notes which may be authenticated and delivered under this Supplemental Indenture is unlimited. On the Issue Date, the Issuers will issue Initial Notes in such Authentication Order for such Additional the form of one or more Global Notes, as provided in Section 2.01(c). Any additional Notes shall also be issued hereunder. (d) in the form of one or more Global Notes, as provided in Section 2.01(c). The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental 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 Holders or an Affiliate of the CompanyIssuers. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Tenth Supplemental Indenture (Cco Holdings LLC)

Execution and Authentication. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Trustee shall, upon a written order of each of the Issuers signed by two Officers of each Issuer (aan “Authentication Order”), authenticate (i) At least one Officer on the Issue Date, the Initial Notes in aggregate principal amount of $200,000,000, (ii) subject to the provisions of Section 2.14, at any time and from time to time thereafter, Additional Notes in an aggregate principal amount specified in such authentication order and (iii) subject to the provisions of Section 2.6(f), Exchange Notes issued in exchange for a like principal amount of Initial Notes or Additional Notes tendered pursuant to an Exchange Offer. Such authentication order shall execute specify (i) the amount of the Notes to be authenticated, (ii) the date on behalf which the Notes are to be authenticated, (iii) whether the Notes are to be Initial Notes, Exchange Notes or Additional Notes and (iv) whether such Notes shall bear the Global Note Legend, the Regulation S Temporary Global Note Legend and/or the Private Placement Legend. Furthermore, Notes may be authenticated and delivered upon registration or transfer, or in lieu of, other Notes pursuant to Section 2.6, 2.7, 2.10 or 9.5 or in connection with a Change of Control Offer pursuant to Section 4.15. An Officer of each Issuer shall sign the Company Notes by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (b) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the Note has been duly and validly authenticated and delivered issued under this Indenture. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may (at the expense of the Issuers) appoint an authenticating agent (the “Authenticating Agent”) acceptable to the Company Issuers to authenticate Notes. An authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuers and has the same protections under Article VII herein. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Indenture (Mobile Storage Group Inc)

Execution and Authentication. (a) At least one One Officer of the Company shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $175,000,000, the Trustee shalland (2) Additional Notes for original issue, in each case upon receipt of a written order of the Company signed by two Officers of the Company or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (an the Authentication Company Order”), authenticate . Such Company Order shall specify the amount of the Notes to be authenticated and deliver the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent has the same rights as an Agent to deal with Holders, In case the Company or any Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which any 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 Affiliate indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Company. (e) The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available deliver Notes as specified in such order for delivery upon a written order the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Venoco, Inc.)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $425,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company signed by an one Officer (an the Authentication Company Order”). Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, 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 Affiliate entirety to 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 Trustee pursuant to Article IV, any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Company Order of the successor Person, shall authenticate and make available for delivery upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Versum Materials, Inc.)

Execution and Authentication. (a) At least one Officer Two Officers shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $675,000,000 and (2) subject to the terms of this Indenture Additional Notes for original issue a principal amount not to exceed $50,000,000, the Trustee shall, in each case upon receipt of a written order of the Company signed by an Officer of the Company (an the Authentication Company Order”), authenticate . Such Company Order shall specify the amount of the Notes to be authenticated and deliver the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, In case the Company or any Subsidiary Guarantor, 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 Affiliate entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Subsidiary 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 Trustee pursuant to Article IV, any of the Company. (e) The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available deliver Notes as specified in such order for delivery upon a written order the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Blockbuster Inc)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $1,354,663,000 and (2) subject to the terms of this Indenture, the Trustee shallAdditional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. For the avoidance of doubt, no Opinion of Counsel shall be required in connection with the authentication of the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Community Health Systems Inc)

Execution and Authentication. (a) At least one One Officer of the Issuer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $3,275,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Trustee, Paying Agent to deal with Holders, the Company or an Affiliate agent for service of notices and demands. In case any of the Company. Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Carvana Co.)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuers by manual manual, facsimile, PDF or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $650,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuers signed by an one Officer (an the Authentication Issuers Order”). Such Issuers Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Ladder Capital Corp)

Execution and Authentication. (a) At least one Officer An authorized member of the Issuer’s board of directors or an authorized signatory of the Issuer shall execute sign the Notes on behalf of the Company Issuer by manual or facsimile signature. If an Officer authorized member of the Issuer’s board of directors or an executive officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (ca) On Original Dollar Notes, on the Issue Datedate hereof, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time for original issue up to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order of $770,000,000 and (b) Original Euro Notes, on the date hereof, for such original issue up to an aggregate principal amount of €845,000,000, (c) any Additional Notes issued hereunder. and (d) Exchange Notes for issue only in an Exchange Offer pursuant to the Registration Rights Agreement or upon resale under an effective Shelf Registration Statement, and only in exchange for and upon the valid surrender for cancellation of, Original Notes and any Additional Notes of an equal principal amount. Any issue of Additional Notes will utilize the same ISIN, Common Code and/or CUSIP number as the Notes on account of which they are being issued as interest in accordance with Section 2.01(d). The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with Holders, the Company Issuer or an Affiliate of the Company. (e) Issuer. The Trustee shall have the right to decline to authenticate and make available for delivery upon deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. If a written order Note is represented by a Global Note, the Issuer Order in respect of any Additional Notes issued to pay interest, Additional Interest or Additional Amounts, if any, on such Note in accordance with Section 2.01(d) may provide that such Additional Notes may be evidenced by an increase of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global NotesNote represent such Note.

Appears in 1 contract

Sources: Indenture (Ardagh Finance Holdings S.A.)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $1,750,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (3) Exchange Notes for issue only in an exchange offer pursuant to the Registration Rights Agreement and only in exchange for Initial Notes or Additional Notes of an equal principal amount and (4) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and deliver whether the Notes are to be Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) or Exchange Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Kinetic Concepts Inc)

Execution and Authentication. (a) At least one An Officer of each Issuer shall execute sign the Notes on behalf of the Company by manual manual, facsimile or facsimile electronic (including PDF) signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $500,000,000 and (2) subject to the terms of this Indenture, the Trustee shallAdditional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuers signed by an one Officer of each of the Issuers (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 an Agent Issuer or any Guarantor, pursuant to deal Article IV or Section 10.2, as applicable, shall be consolidated or merged with Holdersor into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the Company successor Person resulting from such consolidation, or surviving such merger, or into which an Affiliate Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Pactiv Evergreen Inc.)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) . The Trustee shall authenticate and make available for delivery Notes as set forth in the Appendix. On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), shall authenticate and deliver the Initial Notes. In addition$498,245,000 of 4.625% Second Lien Notes due 2029 and, at any time and from time to timetime thereafter, the Trustee shall, upon receipt of an Authentication Order, shall authenticate and deliver any Additional Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuer signed by one Officer (the “Authentication Order for such 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 and, in the case of an issuance of Additional Notes issued hereunder. (d) pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Sections 2.13, 4.06 and 4.10. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent appointed by the Trustee may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent appointed by the Trustee has the same rights as an any Registrar, Paying Agent to deal with Holders, the Company or an Affiliate agent for service of the Companynotices and demands. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Indenture (Graftech International LTD)

Execution and Authentication. (a) At least one An Officer shall execute sign the Notes on behalf of the Company for each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (b) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory (which may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On . At any time and from time to time after the Issue Dateexecution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee shallfor authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount of $[ ], and (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (ii) above, upon receipt of a written order of the Company Issuers signed by an Officer of each of the Issuers (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, authenticate whether such notes are to be Initial Notes or Additional Notes and deliver whether the Initial Notes. In addition, at any time Notes are to be issued as one or more Global Notes and from time to time, such other information as the Issuers may include or the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an may reasonably request. The aggregate principal amount specified in such Authentication Order for such Additional of Notes issued hereunder. (d) which may be authenticated and delivered under this Indenture is unlimited. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuers. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Indenture (CCH Ii Capital Corp)

Execution and Authentication. (a) At least one Officer An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall execute sign the Notes on behalf of the Company Issuer by manual manual, electronic or facsimile signature. If an Officer authorized member of the Issuer’s Board of Directors or an executive officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee (or its authenticating agent) authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (ca) On Original Notes, on the Issue Datedate hereof, the Trustee shallfor original issue up to an aggregate principal amount of $1,000,000,000 and (b) Additional Notes, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, subject to compliance at the Trustee shalltime of issuance of such Additional Notes with the provisions of Section 4.06. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, upon receipt of an Authentication Order, authenticate and deliver from time to time; provided that any Additional Notes in an aggregate principal amount specified in such Authentication Order for such may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes issued hereunder. (d) are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with Holders, the Company Issuer or an Affiliate of the Company. (e) Issuer. The Trustee shall have the right to decline to authenticate and make available for delivery upon a written order of deliver any Notes under this Section 2.02 if the Company signed Trustee, being advised by one Officer of counsel, determines that such action may not lawfully be taken or if the Company (a) Initial Notes for original issue on Trustee in good faith shall determine that such action would expose the Issue Date in an aggregate principal amount of $702,000,000, (b) subject Trustee to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes personal liability to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notesexisting Holders.

Appears in 1 contract

Sources: Indenture (Carnival PLC)

Execution and Authentication. (a) At least one One Officer shall execute the Notes on behalf of the Company shall sign the Notes for the Company by manual manual, facsimile, PDF or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $500,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in ‎Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case, upon receipt of a written order of the Company signed by an one Officer (an the Authentication Company Order”). Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, 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 Affiliate entirety to 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 Trustee pursuant to ‎Article IV, any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Company Order of the successor Person, shall authenticate and make available for delivery upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this ‎Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Atento S.A.)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of the Company for each Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee authenticates the Note by manual, facsimile, or PDF or other electronic signature. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. (c) On . A Note shall be dated the Issue Date, the Trustee shall, upon receipt date of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notesits authentication. In addition, at At any time and from time to timetime after the execution and delivery of this Indenture, the Trustee shall, upon receipt of an Authentication Order, shall authenticate and deliver any Additional make available for delivery (1) Initial Notes issued on the Issue Date in an aggregate principal amount specified in such Authentication Order for such of $450,000,000, (2) subject to the terms of this Indenture, Additional Notes issued hereunder. for original issue in an unlimited principal amount and (d3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of each Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 either Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which either Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Trinseo S.A.)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $900,000,000 and (2) subject to the terms of this Indenture, the Trustee shallAdditional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. For the avoidance of doubt, no Opinion of Counsel shall be required in connection with the authentication of the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Community Health Systems Inc)

Execution and Authentication. (a) At least one An Officer of each Issuer shall execute sign the Notes on behalf of the Company by manual manual, facsimile or facsimile electronic (including PDF) signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $1,000,000,000 and (2) subject to the terms of this Indenture, the Trustee shallAdditional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuers signed by an one Officer of each of the Issuers (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 an Agent Issuer or any Guarantor, pursuant to deal Article IV or Section 10.2, as applicable, shall be consolidated or merged with Holdersor into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the Company successor Person resulting from such consolidation, or surviving such merger, or into which an Affiliate Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Pactiv Evergreen Inc.)

Execution and Authentication. (a) At least one One Officer of the Issuer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $750,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Trustee, Paying Agent to deal with Holders, the Company or an Affiliate agent for service of notices and demands. In case any of the Company. Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Carvana Co.)

Execution and Authentication. (a) At least one Officer of the Issuer shall execute the Notes on behalf of the Company Issuer, which shall include images of manually executed signatures transmitted by manual email or facsimile signatureother electronic format (including, without limitation, “.pdf,” “.tif,” “.jpg” or other format) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto hereto, by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) . On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Issuer’s Order”), authenticate and deliver the Initial NotesNotes in the aggregate principal amount or amounts specified in such Issuer’s Order. In addition, at any time and time, from time to time, the Trustee shall, upon receipt of an Authentication OrderIssuer’s Order (together with such other documents as may be required pursuant to this Indenture), authenticate and deliver any Additional Notes in for an aggregate principal amount specified in such Authentication Issuer’s Order for such Additional Notes issued or increased hereunder. (d) . The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company Holders or an Affiliate of the CompanyIssuer. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Indenture (Alliant Energy Corp)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company by manual manual, facsimile or facsimile electronic (including “pdf”) signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. (c) On . A Note shall be dated the Issue Datedate of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company or an Affiliate request 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 delivery: (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000750,000,000, (b) subject to the terms of this Indenture, Additional Notes and for original issue in an unlimited principal amount, (c) any Unrestricted Global Exchange Notes issued in exchange for any a like principal amount of Initial Notes or Additional Notes after the effectiveness of an Exchange Offer Registration Statement and consummation of the foregoing Exchange Offer thereunder and (d) under the circumstances set forth in accordance with Section 2.06(d), Initial Notes in the form of an Unrestricted Global Note, in each case after receipt of: (i) a written order of the Company signed by one Officer of the Company (the “Company Order”) and (ii) an Opinion of Counsel, addressed to the Trustee, which in the case of (a) above shall be to the effect that this IndentureIndenture and the Notes executed prior to or as of the Issue Date have been duly authorized, executed and delivered by the Company and the Guarantors and are enforceable against them, subject to customary enforceability exceptions, and that the issuance of the Notes has been duly authorized. Such order Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes. The Trustee may appoint an 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 of the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee is authorized to do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An 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 4 or Section 10.02 as applicable, shall be consolidated or merged with or into any other Unrestricted Global Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to 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 Trustee pursuant to Article 4, as applicable, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Cleveland-Cliffs Inc.)

Execution and Authentication. (a) At least one Officer Two Officers shall execute sign the Notes on behalf of the Company for each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (b) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Supplemental Indenture. (c) On . At any time and from time to time after the Issue Dateexecution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee shallfor authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount of (a) in the case of the 2029 Notes, $1,500,000,000 and (b) in the case of the 2034 Notes, $1,500,000,000, and (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Issuers, in each case specified in clauses (i) and (ii) above, upon receipt of a written order of the Company Issuers signed by an Officer of each Issuer (an “Authentication Order”). Such Authentication Order shall specify the amount and series of Notes to be authenticated and the date on which the Notes are to be authenticated, authenticate whether such Notes are to be Initial Notes or Additional Notes and deliver whether the Initial Notes. In addition, at any time Notes are to be issued as one or more Global Notes and from time to time, such other information as the Issuers may include or the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an may reasonably request. The aggregate principal amount specified of Notes which may be authenticated and delivered under this Supplemental Indenture is unlimited. On the Issue Date, the Issuers will issue Initial Notes in such Authentication Order for such the form of one or more Global Notes, as provided in Section 2.01(c). Any Additional Notes shall also be issued hereunder. (d) in the form of one or more Global Notes, as provided in Section 2.01(c). The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental 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 Holders or an Affiliate of the CompanyIssuers. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Supplemental Indenture (Cco Holdings LLC)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $800,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount, and (3) under the circumstances set forth in Section 2.6(f), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer or lease all or substantially all of its assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer or lease as aforesaid, shall have executed an Agent indenture supplemental hereto with the Trustee pursuant to deal with HoldersArticle IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer or lease may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Surgery Partners, Inc.)

Execution and Authentication. (a) At least one Officer Two Officers shall execute sign the Notes on behalf of the Company for each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (b) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Supplemental Indenture. (c) On . At any time and from time to time after the Issue Dateexecution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee shallfor authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount of (a) in the case of the 2032 Notes $1,000,000,000 and (b) in the case of the 2061 Notes $1,350,000,000, and (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Issuers, in each case specified in clauses (i) and (ii) above, upon receipt of a written order of the Company Issuers signed by an Officer of each Issuer (an “Authentication Order”). Such Authentication Order shall specify the amount and series of Notes to be authenticated and the date on which the Notes are to be authenticated, authenticate whether such Notes are to be Initial Notes or Additional Notes and deliver whether the Initial Notes. In addition, at any time Notes are to be issued as one or more Global Notes and from time to time, such other information as the Issuers may include or the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an may reasonably request. The aggregate principal amount specified of Notes which may be authenticated and delivered under this Supplemental Indenture is unlimited. On the Issue Date, the Issuers will issue Initial Notes in such Authentication Order for such the form of one or more Global Notes, as provided in Section 2.01(c). Any Additional Notes shall also be issued hereunder. (d) in the form of one or more Global Notes, as provided in Section 2.01(c). The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental 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 Holders or an Affiliate of the CompanyIssuers. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Eighteenth Supplemental Indenture (Cco Holdings LLC)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $750,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company signed by an one Officer (an the Authentication Company Order”). Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, 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 Affiliate entirety to 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 Trustee pursuant to Article IV, any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Company Order of the successor Person, shall authenticate and make available for delivery upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Builders FirstSource, Inc.)

Execution and Authentication. (a) At least one Officer Two Officers shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $300,000,000 and (2) subject to the terms of this Indenture, the Trustee shallAdditional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company signed by two Officers or by an Officer and an Assistant Secretary of the Company (an “Authentication the "Company Order"), authenticate . Such Company Order shall specify the amount of the Notes to be authenticated and deliver the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may (at the expense of the Company) appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has In case the same rights 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 its properties and assets substantially as an Agent entirety to deal with Holdersany Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an Affiliate indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Company. (e) The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available deliver Notes as specified in such order for delivery upon a written order the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Columbus Energy Corp)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. (c) On . A Note shall be dated the Issue Date, the Trustee shall, upon receipt date of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notesits authentication. In addition, at At any time and from time to time, time after the Trustee shallexecution and delivery of this Indenture, upon receipt of an Authentication Order, Issuer Order the Trustee shall authenticate and deliver any Additional make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount specified in such Authentication Order for such of $3,390,000,000, (2) subject to the terms of this Indenture, Additional Notes issued hereunder. for original issue in an unlimited principal amount, and (d3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with Holdersthe Trustee pursuant to Article IV, the Company or an Affiliate any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 receipt of an Issuer Order of the successor Person, shall authenticate and make available for delivery upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Nexstar Media Group, Inc.)

Execution and Authentication. (a) At least one One Officer for each Issuer shall execute sign the Notes on behalf of the Company for such Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee manually authenticates the Note. The signature of the Trustee on a Security shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the 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 (a1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000290,000,000, (b2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (3) Exchange Notes for issue only in an exchange offer pursuant to the Registration Rights Agreement or upon resale under an effective Shelf Registration Statement, and (c) any Unrestricted Global Notes issued only in exchange for any Initial Notes or Additional Notes of an equal principal amount and (4) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the foregoing in accordance with this IndentureIssuers signed by one Officer of each of the Issuers (the “Issuers’ Order”). Such order Issuers’ Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes. The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Issuers 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 Issuers. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Issuers or any Subsidiary Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Unrestricted Global Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuers or any Subsidiary 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 Trustee pursuant to Article IV or Section 10.2, as applicable, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, 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 Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Northern Tier Energy, Inc.)

Execution and Authentication. (a) At least one Officer An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall execute sign the Notes on behalf of the Company Issuer by manual manual, electronic or facsimile signature. If an Officer authorized member of the Issuer’s Board of Directors or an executive officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee (or its authenticating agent) authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (ca) On Original Notes, on the Issue Datedate hereof, the Trustee shallfor original issue up to an aggregate principal amount of $4,000,000,000 and (b) Additional Notes, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, subject to compliance at the Trustee shalltime of issuance of such Additional Notes with the provisions of Section 4.06 and Section 4.07. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, upon receipt of an Authentication Orderfrom time to time; provided that, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes issued hereunder. (d) are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with Holders, the Company Issuer or an Affiliate of the Company. (e) Issuer. The Trustee shall have the right to decline to authenticate and make available for delivery upon a written order of deliver any Notes under this Section 2.02 if the Company signed Trustee, being advised by one Officer of counsel, determines that such action may not lawfully be taken or if the Company (a) Initial Notes for original issue on Trustee in good faith shall determine that such action would expose the Issue Date in an aggregate principal amount of $702,000,000, (b) subject Trustee to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes personal liability to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notesexisting Holders.

Appears in 1 contract

Sources: Second Supplemental Indenture (Carnival PLC)

Execution and Authentication. (a) At least one One Officer of the Issuer shall execute sign the Notes on behalf of for the Company Issuer by manual manual, facsimile, electronic (including a digital signature provided by DocuSign) or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $1,000,000,000 and (2) subject to the terms of this Indenture, the Trustee shallAdditional Notes for original issue in an unlimited principal amount, in each case upon receipt of a written order of the Company Issuer signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at The Trustee may request and rely upon an Issuer Order prior to authenticating any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) . The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. An authenticating agent 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, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, the Company or an Affiliate agent for service of notices and demands. In case any of the Company. Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Owens & Minor Inc/Va/)

Execution and Authentication. (a) At least one Officer Two Officers shall execute sign the Notes on behalf of for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee 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 delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $175,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement or upon receipt resale under an effective Shelf Registration Statement, and only in exchange for Initial Notes or Additional Notes, as the case may be, of an equal principal amount, in each case upon a written order of the Company signed by two Officers or by an Officer and either a Treasurer or an Assistant Secretary of the Company (an “Authentication the "Company Order"), authenticate . Such Company Order shall specify the amount of the Notes to be authenticated and deliver the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) or Exchange Notes. The Trustee may (at the expense of the Company) appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has In case the same rights 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 its properties and assets substantially as an Agent entirety to deal with Holdersany Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an Affiliate indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Company. (e) The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available deliver Notes as specified in such order for delivery upon a written order the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Tango of Arundel, Inc.)

Execution and Authentication. (a) At least one Officer Two Officers shall execute sign the Notes on behalf of the Company for each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. (b) . A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Supplemental Indenture. (c) On . At any time and from time to time after the Issue Dateexecution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee shallfor authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount of (a) in the case of the 2026 Notes, $1,100,000,000 and (b) in the case of the 2034 Notes, $900,000,000, and (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Issuers, in each case specified in clauses (i) and (ii) above, upon receipt of a written order of the Company Issuers signed by an Officer of each Issuer (an “Authentication Order”). Such Authentication Order shall specify the amount and series of Notes to be authenticated and the date on which the Notes are to be authenticated, authenticate whether such Notes are to be Initial Notes or Additional Notes and deliver whether the Initial Notes. In addition, at any time Notes are to be issued as one or more Global Notes and from time to time, such other information as the Issuers may include or the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an may reasonably request. The aggregate principal amount specified of Notes which may be authenticated and delivered under this Supplemental Indenture is unlimited. On the Issue Date, the Issuers will issue Initial Notes in such Authentication Order for such the form of one or more Global Notes, as provided in Section 2.01(c). Any Additional Notes shall also be issued hereunder. (d) in the form of one or more Global Notes, as provided in Section 2.01(c). The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental 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 Holders or an Affiliate of the CompanyIssuers. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Appears in 1 contract

Sources: Supplemental Indenture (Cco Holdings LLC)

Execution and Authentication. (a) At least one One Officer shall execute sign the Notes on behalf of for the Company by manual or facsimile electronically imaged signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee or Authenticating Agent authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory officer of the TrusteeTrustee or the Authenticating Agent authenticates the Note by manual or electronically imaged signature. The signature of the Trustee or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. A Note shall be dated the date of its authentication. (c1) On Initial Notes for original issue on the Issue DateDate in an aggregate principal amount of $600,000,000, (2) subject to the Trustee shallterms of this Indenture, Additional Notes for original issue in an unlimited principal amount, and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon receipt of a written order of the Company signed by an one Officer (an the Authentication Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, authenticate the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and deliver whether the Notes are to be Initial Notes or Additional Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notesthe Notes and the Trustee initially appoints U.S. Bank Trust Company, National Association as Authenticating Agent. An authenticating agent Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an any Registrar, Paying Agent to deal with Holders, 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 Affiliate entirety to 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 Trustee and Agent pursuant to Article IV, any of the Company. Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (e) The Trustee 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 upon a written Notes as specified in such order for the purpose of the Company signed by one Officer of the Company (a) Initial such exchange. If Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) shall at any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to time be authenticated and whether the Notes are delivered in any new name of a successor Person pursuant to be Initial this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, Additional such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes or other Unrestricted Global Notesat the time outstanding for Notes authenticated and delivered in such new name.

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Sources: Indenture (Churchill Downs Inc)