Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature. If an 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 the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes, on the date hereof, for original issue an aggregate principal amount of $600,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes 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 (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes 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 Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 2 contracts

Sources: Indenture (Norwegian Cruise Line Holdings Ltd.), Indenture (Norwegian Cruise Line Holdings Ltd.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature. If an 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 the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $600,000,000 1,000,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, from time to time; provided that, that any Additional Notes 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 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 Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 2 contracts

Sources: Indenture (Carnival PLC), Indenture (Carnival PLC)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Officer shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of a Responsible Officer of the Trustee. The signature of a Responsible Officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes. The Trustee shall, on upon a written order of the date hereofCompany signed by one Officer 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 Notes for original issue up to the aggregate principal amount stated in the Notes. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.8. On any Interest Payment Date on which the Company pays PIK Interest with respect to a Global Note, the Trustee shall increase the principal amount of such Global Note by an amount equal to the interest payable, rounded up to the nearest $1.00, for the relevant interest period on the principal amount of such Global Note as of the relevant Record Date for such Interest Payment Date, to the credit of the Holders on such Record Date, 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 Company pays PIK Interest by issuing definitive PIK Notes, the principal amount of any such PIK Notes issued to any Holder, for the relevant interest period as of the relevant Record Date for such Interest Payment Date, shall be rounded up to the nearest $1.00. With respect to a Global Note represented by certificated notes, PIK Interest shall be paid by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest $600,000,000 1.00), and (b) Additional Notesthe Trustee will, from time to time, subject to compliance at the time request of the Company, authenticate and deliver such PIK Notes in certificated form for original issuance of such Additional Notes with to the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes Holders on the relevant record date, 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 (or be represented shown by the same Global Note or Global Notes) as records of the Notes unless the Additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations register of $2,000 and integral multiples of $1,000 in excess thereofHolders. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with Holders or the Issuer Company or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing HoldersCompany.

Appears in 2 contracts

Sources: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)

Execution and Authentication. An authorized member Officer of each of the Issuer’s Board of Directors or an executive officer of the Issuer Obligors shall sign the Notes on behalf of Securities for the Issuer Obligors by manual, electronic manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note Security no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. (a) Original Notes, on the date hereof, . The Trustee shall authenticate and make available for delivery Securities for original issue in an aggregate principal amount of $600,000,000 240,000,000 of the 3.0% Notes due 2010 and an aggregate principal amount of $240,000,000 of the 4.0% Notes due 2013 upon receipt of a written order or orders of the Obligors signed by an Officer of the Obligors (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07an "OBLIGORS ORDER"). The Issuer is permitted Obligors Order shall specify the amount of Securities to issue Additional Notes as part of a further issue under this Indenturebe authenticated in each series, from time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN (or shall provide that all such Securities will be represented by a Restricted Global Security and the same Global Note or Global Notes) date on which each original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time of either series may not exceed the amounts in the foregoing sentence, except as provided in Section 2.7. The 3.0% Notes due 2010 and the 4.0% Notes due 2013 shall each constitute a separate series of Securities issued hereunder and each such series shall vote separately as its own class under the Indenture, except where otherwise provided. The Trustee shall act as the Notes unless initial authenticating agent. Thereafter, the Additional Notes 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 Issuer Obligors to authenticate the NotesSecurities. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has shall have the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Obligors or an Affiliate of the IssuerObligors. The Trustee Securities shall have the right to decline to authenticate be issuable only in registered form without coupons and deliver only in denominations of $1,000 principal amount and 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 Holdersintegral multiple thereof.

Appears in 2 contracts

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

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Officer shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. Typographic errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Note which has been authenticated and delivered by the Trustee. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) signs manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes. On the Closing Date, on the date hereofCompany shall issue, and the Trustee shall authenticate and make available for delivery, the Initial Notes for original issue an in the aggregate principal amount of $600,000,000 112,500,000. After the Closing Date, the Company may issue, and the Trustee shall authenticate and make available for delivery, Additional Notes issued pursuant to Section 2.14. The Trustee shall so authenticate and make available for delivery Notes upon receipt of a written order or orders of the Company signed by an Officer of the Company (b) Additional Notesa “Company Order”). The Company Order shall specify the amount of Notes to be authenticated, shall specify whether such Notes will be represented by a Transfer Restricted Global Note or an Unrestricted Global Note and shall specify the date on which each original issue of Notes is to be authenticated; provided that any Initial Notes shall be issued in the form of a Transfer Restricted Note that is a Global Note. The Company at any time or from time to timetime may, subject to compliance at without the time consent of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to any Holder, issue Additional Notes as part pursuant to Section 2.14, which Additional Notes shall be entitled to all of a further issue under the benefits of this Indenture, from time to time; provided that, any . Such Additional Notes will be deemed Notes for all purposes hereunder, including without limitation in determining the necessary Holders who may not have take the same CUSIP number and/or ISIN (actions or be represented by consent to the same Global Note or Global Notes) taking of actions as specified in this Indenture. The Trustee shall act as the Notes unless initial authenticating agent. Thereafter, the Additional Notes 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 Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has shall have the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Company or an Affiliate of the IssuerCompany. The Trustee Notes shall have the right to decline to authenticate be issuable only in registered form without coupons and deliver only in minimum denominations of $1,000 principal amount and 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 integral multiple in good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersexcess thereof.

Appears in 2 contracts

Sources: Indenture (Callaway Golf Co), Indenture (Callaway Golf Co)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer Officer of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic manual or facsimile signature. If an authorized member director of the Issuer’s Board of Directors or an executive officer Issuer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (or its authenticating agentas the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its or, as the case may be, an authenticating agent) agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (aan “Issuer Order”) Original Notes, authenticate the Notes for initial issue on the date hereof, for original issue Issue Date of up to an aggregate principal amount of $600,000,000 €254,912,500 and (b) any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes 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 (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes 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 Issuer and at the expense of the Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent Agent, or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holders.

Appears in 2 contracts

Sources: Indenture, Indenture

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on 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 issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 315,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, and (3) under the same CUSIP number and/or ISIN 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 of the Issuer (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes shall be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes are fungible with and to whom such Notes should be delivered (which in the case of Global Notes, shall be 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 thereofCustodian). The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer 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 Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with 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 Affiliate 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 or Section 10.2, as applicable, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right to decline to authenticate request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and deliver any form as may be appropriate, but otherwise in substance of like tenor as the Notes under this ‎‎Section 2.02 if surrendered for such exchange and of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 2 contracts

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

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature. If an 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 the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Issuer shall execute and, upon receipt of an Issuer Order, the Trustee shall authenticate (whether itself or via the authenticating agent), which such authentication may be by manual, electronic (including DocuSign or other electronic platform) or facsimile signature (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $600,000,000 1,000,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section Section 4.07. The Issuer is permitted to issue Additional Notes 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 (or 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 Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 2 contracts

Sources: Indenture (Royal Caribbean Cruises LTD), Indenture (Royal Caribbean Cruises LTD)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors The Notes shall be executed by an Officer or an executive officer authorized signatory as identified in an Officers’ Certificate (pursuant to a power of the Issuer shall sign attorney or other similar instrument). The signature of any such Officer (or authorized signatory) on the Notes shall be by manual, facsimile or other electronic signature in the name and on behalf of the Issuer by manual, electronic or facsimile signatureIssuer. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee or an authenticating agent shall, upon receipt of an Issuer Order, authenticate (ai) Original Notes, on the date hereof, 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 of $600,000,000 and (b) Additional Notes, and (iii) Additional Notes issued 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 (ii) or (iii) of the first sentence of this paragraph, the first such written order from time the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to time, subject to compliance at the time of Trustee stating that the issuance of such Additional the Unrestricted Notes does not give rise to an Event of Default, complies with the provisions of ‎Section 4.06 this Indenture and ‎Section 4.07. The Issuer is permitted to issue Additional Notes 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 (or be represented has been duly authorized by the same Global Note or Global Notes) as the Notes unless the Additional Notes 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 thereofIssuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such authenticating agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee Notes shall have the right to decline to authenticate be issuable only in registered form without coupons and deliver only in minimum denominations of $2,000 in principal amount and 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 integral multiples of $1,000 in good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersexcess thereof.

Appears in 2 contracts

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

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature. If an 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 the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Issuer shall execute and, upon receipt of an Issuer Order, the Trustee shall authenticate (whether itself or via the authenticating agent), which such authentication may be by manual, electronic (including DocuSign or other electronic platform) or facsimile signature (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $600,000,000 1,000,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes 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 (or 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 integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 2 contracts

Sources: Indenture (Royal Caribbean Cruises LTD), Indenture (Royal Caribbean Cruises LTD)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer At least one Officer of the Issuer shall sign the Notes on behalf of for the Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note signed by the Issuer in accordance with this Section 2.02 shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The form of Trustee’s certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall, (a) Original Notesupon receipt of an Issuer Order, on the date hereofrequesting authentication pursuant to Section 2.02 hereof (an “Authentication Order”), authenticate (i) for original issue on the Issue Date Notes in an aggregate principal amount of $600,000,000 240,380,000 and (ii) PIK Notes, that may be validly issued under this Indenture, and (b) Additional Notesupon receipt of an Issuer Order, from time increase the principal amount of any Global Note as a result of a PIK Payment, which such amount shall be communicated to time, subject to compliance at the time Trustee. The aggregate principal amount of issuance of such Additional Notes with the provisions of ‎Section 4.06 that may be authenticated and ‎Section 4.07delivered under this Indenture is unlimited. The Issuer is permitted shall be responsible for making all calculations and determinations with respect to issue Additional accrued interest payable, including with respect to any PIK Notes or the increase of principal amount of any Global Note as part a result 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 (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes are fungible with the Notes for U.S. federal income tax purposesPIK Payment contemplated hereby. The Issuer will issue Notes shall make all such calculations and determinations in denominations 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 $2,000 and integral multiples of $1,000 in excess thereofits calculations to the Trustee. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer or an Affiliate of the Issuer. The Issuer, the Trustee and any agent of the Issuer or the Trustee shall have treat the right Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of and (subject to decline the provisions of this Indenture and the Notes with respect to authenticate record dates) interest on such Note and deliver any Notes under this ‎‎Section 2.02 if for all other purposes whatsoever, whether or not such Note is overdue, and neither the TrusteeIssuer, 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 nor any agent of the Issuer or the Trustee shall be affected by notice to personal liability to existing Holdersthe contrary.

Appears in 2 contracts

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

Execution and Authentication. An authorized member of the (a) With respect to each Issuer’s Board of Directors or an executive officer of the Issuer shall sign , the Notes on behalf shall be signed by manual or facsimile signature by either (a) two Officers, both of whom shall be the Chief Executive Officer, the President, the Treasurer or a Vice President of such Issuer or (b) a Chief Executive Officer, the President, the Treasurer or a Vice President of such Issuer and, with respect to such signature set forth in clause (b), such signature shall be attested by manualits Secretary or one of its Assistant Secretaries for the respective Issuer, electronic as the case may be, by manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. . (b) A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. (ac) Original Notes, on the date hereof, for original issue an aggregate principal amount of $600,000,000 At any time and (b) Additional Notes, from time to time, subject to compliance at time after the time execution and delivery 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, from time to time; provided that, any Additional the Trustee shall authenticate and make available for delivery Notes may not have upon a written order of the same CUSIP number and/or ISIN Issuers signed by an Officer of each of the Issuers (or be represented by the same Global Note or Global Notes) as “Issuer Order”). An Issuer Order shall specify the amount of the Notes unless to be authenticated and the Additional date on which the original issue of Notes 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. is to be authenticated. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by the terms of such appointment, any such 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 agent. An authenticating agent the Authenticating Agent. (e) In case a Surviving Entity has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal executed an indenture supplemental hereto with the Issuer or an Affiliate Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such transaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of the Surviving Entity, shall have the right to decline to authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes under this ‎‎Section 2.02 if at the Trustee, being advised by counsel, determines that time Outstanding for Notes authenticated and delivered in 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 Holdersnew name.

Appears in 2 contracts

Sources: Indenture (Elan Corp PLC), Indenture (Elan Corp PLC)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer One Officer of the Issuer shall sign the Notes on behalf of for the Issuer by manual, electronic facsimile or facsimile PDF signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 600,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount and (3) under the same CUSIP number and/or ISIN 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 (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any RegistrarTrustee, co-Registrar, Transfer Paying Agent or Paying Agent to deal with agent for service of notices and demands. In case any of the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Affiliate 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 Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 2 contracts

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

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer (a) One Officer shall sign the Notes on behalf of Debentures for the Issuer Company by manual, electronic manual or facsimile signature. . (b) If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note Debenture no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the NoteDebenture is authenticated, the Note Debenture shall nevertheless be valid nevertheless. valid. (c) A Note Debenture shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note Debenture has been authenticated under this Indenture. (ad) Original Notes, on the date hereof, The Trustee shall authenticate and make available for delivery Debentures for original issue an in the aggregate principal amount of up to $600,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time 200,000,000 upon receipt of issuance of a Company Order; provided that additional Debentures may be issued in an unlimited aggregate principal amount so long as such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes as Debentures are 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 (or be represented by issue, within the same Global Note or Global Notesmeaning of Treasury Regulations Sections 1.1275-1(f) and 1.1275-2(k)(2), as the Notes unless the Additional Notes are Debentures initially issued hereunder, and would be fungible with the Notes Debentures issued on the Issue Date for purposes of the Securities Act, the Exchange Act and other applicable U.S. federal income tax purposessecurities laws. If any additional Debentures are issued, the Debentures issued on the Issue Date and such additional Debentures shall be treated as a single class for all purposes under this Indenture and shall vote together as one class on all matters with respect to the Debentures. Each Company Order shall specify the amount of Debentures to be authenticated and the date on which each original issue of Debentures is to be authenticated. (e) The Issuer will issue Notes Debentures shall be issuable only in registered form without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. . (f) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesDebentures. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights right as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Company or an Affiliate of the Issuer. The Company. (g) If any successor that has replaced the Company in accordance with Article V has executed an indenture supplemental hereto with the Trustee pursuant to Article V, any of the Debentures authenticated or delivered prior to such transaction may, from time to time, at the request of such successor, be exchanged for other Debentures executed in the name of such successor with such changes in phraseology and form as may be appropriate, but otherwise identical to the Debentures surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of such successor, shall have the right to decline to authenticate and deliver Debentures as specified in such order for the purpose of such exchange. If Debentures shall at any Notes under time be authenticated and delivered in any new name of such successor pursuant to this ‎‎Section 2.02 if Section 2.02(g) in exchange or substitution for or upon registration of transfer of any Debentures, such successor, at the Trusteeoption of the Holders but without expense to them, being advised by counsel, determines that shall provide for the exchange of all Debentures then outstanding for Debentures authenticated and delivered in 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 Holdersnew name.

Appears in 1 contract

Sources: Indenture (Gencorp Inc)

Execution and Authentication. (a) An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Officer shall sign the Notes on behalf of execute each Note for the Issuer by manual, electronic PDF or facsimile other electronically transmitted signature. . (b) If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (c) A Note shall not be valid or obligatory for entitled to any purpose benefit under this Indenture until such Note is authenticated pursuant to an authorized signatory authentication in substantially the form of Exhibit A by the manual or electronic signature of a Responsible Officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall, upon receipt of a written order of the Issuer executed by an Officer of the Issuer (an “Authentication Order”), (a) Original Notesauthenticate and deliver the Notes and, in the event of a Cash/PIK Election in accordance with Section 4.1, any PIK Notes on the date hereof, for original issue an aggregate principal amount of $600,000,000 issuance thereof and (b) Additional Notesin the event of any such Cash/PIK Election, from time unless the Issuer issues a PIK Note in the amount of the applicable PIK Amounts, increase the Principal Amount of the applicable Global Notes by such PIK Amounts. Each such written order of the Issuer shall specify the Notes to timebe authenticated, subject the date on which the original issue of Notes is to compliance at the time of issuance of be authenticated and, if such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted authentication relates to issue Additional Notes as part any PIK Amounts, whether such authentication shall be made in respect of a further issue under this Indenture, from time to time; provided that, PIK Note or an increase in the Principal Amount of any Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notesby any such PIK Amounts. (d) as At the Notes unless the Additional Notes 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 Trustee’s election, it may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever to the same extent that the Trustee may do soso in accordance with this Section 2.2. Each reference in this Indenture to an authentication by the Trustee includes shall be deemed to also refer to an authentication by any such authenticating agent. An , and any such authenticating agent has shall have the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with Holders or the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Amended and Restated Indenture (Green Plains Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors Two Officers, or an executive officer of the Issuer Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes on behalf of Securities for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. (a) Original Notes, on the date hereof, . The Trustee shall authenticate Securities for original issue an in the aggregate principal amount of $600,000,000 100,000,000 upon a written order of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. Such Securities shall be in the form of one or more Global Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the outstanding Securities, (ii) shall be registered in the name of the Depository for such Global Security or Securities or its nominee, (iii) shall be delivered by the Trustee to the Depository or pursuant to the Depository's instruction and (biv) Additional Notesshall bear a legend substantially to the following effect: "Unless and until this Global Security is exchanged in whole or in part for the individual Securities represented hereby, from time this Global Security may not be transferred except as a whole by the Depository to time, subject a nominee of the Depository or by a nominee of the Depository to compliance at the time of issuance of Depository or by a Depository or any such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted nominee to issue Additional Notes as part a successor Depository or a nominee of a further issue under this Indenture, from successor Depository." The aggregate principal amount of Securities outstanding at any time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN exceed $100,000,000 (or be represented such lesser amount as is requested authenticated by the same Global Note or Global Notes) Trustee and issued by the Company on the Issue Date), except as the Notes unless the Additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes provided in denominations of $2,000 and integral multiples of $1,000 in excess thereofSection 2.7. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless limited by otherwise provided in the terms of such appointment, any such an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer or an Affiliate Company and Affiliates of the IssuerCompany. The Trustee Securities shall have the right to decline to authenticate be issuable only in registered form without coupons in denominations of $1,000 and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersintegral multiples thereof.

Appears in 1 contract

Sources: Indenture (Color Spot Nurseries Inc)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. (a) Original Notes, on . A Note shall be dated the date hereofof its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) the Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and (b) Additional 545,000,000 in the form of unrestricted Global Notes, from time to time, (2) subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in exchange for 2022 Notes in accordance with Section 3.3(b)(13) and (3) PIK Notes for original issue in accordance with Section 2.4 and paragraph 1 of the same CUSIP number and/or ISIN form of Note set forth in Exhibit A, in each case upon a written order of the Issuer signed by one Officer of the Issuer (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, whether the Notes will be Initial Notes, Additional Notes or PIK Notes and the date on which such Notes 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 thereofto be authenticated. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer 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 Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with agent for delivery of notices and demands. In case the Issuer or any Guarantor 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 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 in accordance with Article IV, as applicable, any of the Issuer. The Trustee shall have Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the right request of the successor Person, be exchanged for other Notes executed in the name of the successor Person (in the case of Global Notes, subject to decline to authenticate the applicable procedures of DTC) with such changes in phraseology and deliver any form as may be appropriate, but otherwise in substance of like tenor as the Notes under this ‎‎Section 2.02 if surrendered for such exchange and of like principal amount; and the Trustee, being advised by counselupon Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Ultra Petroleum Corp)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature. If an 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 the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Issuer shall execute and, upon receipt of an Issuer Order, the Trustee shall authenticate (whether itself or via the authenticating agent), which such authentication may be by manual, electronic (including DocuSign or other electronic platform) or facsimile signature (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $600,000,000 650,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes 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 (or 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 integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Indenture (Royal Caribbean Cruises LTD)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, facsimile or other electronic or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 1,790,000,000 and (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, in each case upon a written order of the same CUSIP number and/or ISIN Issuer signed by one Officer (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible to be Initial Notes or Additional Notes. For the avoidance of doubt, no Opinion of Counsel shall be required in connection with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations authentication of $2,000 and integral multiples of $1,000 in excess thereofthe Initial Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with 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 Affiliate 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 Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon receipt of the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Community Health Systems Inc)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, facsimile or other electronic or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 1,700,394,000 and (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, in each case upon a written order of the same CUSIP number and/or ISIN Issuer signed by one Officer (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible to be Initial Notes or Additional Notes. For the avoidance of doubt, no Opinion of Counsel shall be required in connection with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations authentication of $2,000 and integral multiples of $1,000 in excess thereofthe Initial Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with 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 Affiliate 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 Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Community Health Systems Inc)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic facsimile or facsimile PDF signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 400,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, and (3) under the same CUSIP number and/or ISIN circumstances set forth in Section 2.6(f), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Issuer signed by one Officer (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with 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 Affiliate indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer or lease may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Surgery Partners, Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer (a) The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (an “Authentication Order”) (i) Notes for original issue on the date hereof in an aggregate principal amount of $305,000,000 and (ii) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Additional Notes. Notwithstanding anything to the contrary in this Indenture, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000. (b) One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic .pdf or facsimile signature. . (c) If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. . (d) A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (ae) Original Notes, on the date hereof, for original issue an aggregate principal amount of $600,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes 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 (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes 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 one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. (f) The Trustee is hereby authorized to deal enter into a letter of representations with the Depositary in the form provided by the Issuer or an Affiliate of the Issuer. The Trustee shall have the right and to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that act in accordance with 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 Holdersletter.

Appears in 1 contract

Sources: Indenture (Signature Group Holdings, Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature. If an 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 the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $600,000,000 €1,000,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, from time to time; provided that, that any Additional Notes may not have the same CUSIP Common Code number and/or ISIN (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations of $2,000 €100,000 and integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Indenture (Carnival PLC)

Execution and Authentication. An authorized member Officer of the Issuer’s Board of Directors or an executive officer of the Issuer Company shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on 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 issued under this Indenture. . The Trustee shall, upon a written order of the Company signed by two Officers of the Company or by an Officer and an Assistant Treasurer or an Assistant Secretary of the Company (athe "Authentication Order"), authenticate (i) Original on the Issue Date $577,173,000 in aggregate principal amount at maturity of Notes, on (ii) at any time and from time to time thereafter, Additional Notes (subject to the date hereof, for original issue provisions of Section 2.13) in an aggregate principal amount of $600,000,000 at maturity specified in such Authentication Order and (biii) Exchange Notes issued in exchange for a like principal amount at maturity of Initial Notes or Additional Notes tendered pursuant to an Exchange Offer. Such Authentication Order shall specify (i) the amount of the Notes to be authenticated, (ii) the date on which the Notes are to be authenticated, (iii) whether the Notes are to be Initial Notes, from time to time, subject to compliance at the time of issuance of such Exchange Notes or Additional Notes with and (iv) whether such Notes shall bear 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, from time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Legend, the Original Issue Discount Legend, the Regulation S Temporary Global Notes) as Note Legend and/or the Notes unless the Additional Notes 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 thereofPrivate Placement Legend. The Trustee may appoint an authenticating agent reasonably (the "Authenticating Agent") acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such authenticating agent 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 any such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Holders or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing HoldersCompany.

Appears in 1 contract

Sources: Indenture (Cinemark Inc)

Execution and Authentication. An authorized member of the Issuer’s Board Issuers’ boards of Directors directors or an executive officer of the Issuer Issuers shall sign the Notes on behalf of the Issuer Issuers by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board Issuers’ boards of Directors directors or an executive officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . ​ ​ The Issuers shall execute and, upon receipt of an Issuers Order, the Trustee shall authenticate (awhether itself or via the authenticating agent) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $600,000,000 €790,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07Section 4.06. The Issuer is Issuers are permitted to issue Additional Notes 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 (or be represented by the same Global Note or Global Notes) as the Notes unless if the Additional Notes are not fungible with the any series of Original Notes for U.S. federal income tax purposes. The Issuer , such Additional Notes will issue Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereofhave a separate ISIN numbers, if applicable. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer Issuers or an Affiliate of the IssuerIssuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Indenture (Ardagh Group S.A.)

Execution and Authentication. An authorized member One or more Responsible Officers of the Issuer’s Board of Directors or an executive officer of the each Co-Issuer shall sign the Notes on behalf of the Issuer Co-Issuers by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer a Responsible Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee (or its an authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes, on . A Note shall be dated the date hereofof its authentication unless otherwise provided by a board resolution, for original issue a supplemental indenture or an aggregate principal amount Officer’s Certificate. On the Closing Date, the Trustee shall, upon receipt of $600,000,000 an Issuer Order (an “Authentication Order”), authenticate and (b) Additional deliver the Initial Notes. In addition, from time to time, subject the Trustee shall upon receipt of an Authentication Order in accordance with Section 2.16, authenticate and deliver any PIK Notes in an aggregate principal amount to compliance be determined at the time of issuance and specified therein and/or an increase in the aggregate principal amount of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes an outstanding Global Note as part a result of a further PIK Payment in the amount specified therein. Such Authentication Order shall specify the amount of the Notes to be authenticated and/or the amount of the increase in the aggregate principal amount of an outstanding Global Note as a result of a PIK Payment, the date on which the original issue under of Notes is to be authenticated and whether the Notes are to be Initial Notes or PIK Notes. Notwithstanding anything to the contrary in this Indenture, from time to time; provided thatIndenture or Exhibit A, any Additional Notes may not have issuance of PIK Notes, as applicable, after the same CUSIP number and/or ISIN (or Closing Date shall be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations a principal amount of at least $2,000 1.00 and integral multiples of $1,000 1.00 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Co-Issuers to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with the Issuer or an Affiliate agent of the Issuer. The Trustee shall have the right to decline to authenticate services of notices and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersdemands.

Appears in 1 contract

Sources: Indenture (Spirit Airlines, Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature. If an 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 the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $600,000,000 4,000,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section Section 4.06 and ‎Section Section 4.07. The Issuer is permitted to issue Additional Notes 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 (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes 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 Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Second Supplemental Indenture (Carnival PLC)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer One Officer of the Issuer shall sign the Notes on behalf of for the Issuer by manual, facsimile, electronic (including a digital signature provided by DocuSign) or facsimile PDF signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 1,000,000,000 and (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, in each case upon a written order of the same CUSIP number and/or ISIN Issuer signed by one Officer (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are fungible with the to be Initial Notes for U.S. federal income tax purposesor Additional Notes. The Trustee may request and rely upon an Issuer will issue Order prior to authenticating any Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereofhereunder. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with agent for service of notices and demands. In case any of the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Affiliate 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 Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

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

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature. If an 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 the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $600,000,000 500,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section Section 4.06 and ‎Section Section 4.07. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, from time to time; provided that, that any Additional Notes 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 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 Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Indenture (Carnival PLC)

Execution and Authentication. An authorized member of the Issuer’s Board board of Directors directors or an executive officer of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board board of Directors directors or an executive officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . Upon receipt of an Issuer Order, the Issuer shall execute and the Trustee shall authenticate (a) Original Initial Notes, on the date hereof, for original issue up to an aggregate principal amount of $600,000,000 1,500,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07Section 4.06. The Issuer is permitted to Any issue of Additional Notes as part of a further issue under this Indenture, from time that is to time; provided that, any Additional Notes may not have utilize the same ISIN or CUSIP number and/or ISIN (or as a Note already issued hereunder shall be represented by the same Global Note or Global Notes) as the Notes unless effected in a manner and under circumstances whereby the Additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue purposes with the Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereofpreviously issued. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Registrar Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 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 Holdersliability.

Appears in 1 contract

Sources: Indenture (Digicel Group LTD)

Execution and Authentication. An authorized member Officer of the Issuer’s Board of Directors or an executive officer of the Issuer Company shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on 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 issued under this Indenture. . The Trustee shall, upon a written order of the Company signed by two Officers of the Company or by an Officer and an Assistant Secretary of the Company (athe “Authentication Order”), authenticate (i) Original on the Issue Date $200,000,000 in aggregate principal amount of Notes, on (ii) at any time and from time to time thereafter, Additional Notes (subject to the date hereof, for original issue provisions of Section 2.13) in an aggregate principal amount of $600,000,000 specified in such Authentication Order and (biii) 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 specify (i) the amount of the Notes to be authenticated, (ii) the date on which the Notes are to be authenticated, (iii) whether the Notes are to be Initial Notes, from time to time, subject to compliance at the time of issuance of such Exchange Notes or Additional Notes with and (iv) whether such Notes shall bear 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, from time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Legend, the ERISA Legend, the Regulation S Temporary Global Notes) as Note Legend and/or the Notes unless the Additional Notes 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 thereofPrivate Placement Legend. The Trustee may appoint an authenticating agent reasonably (the “Authenticating Agent”) acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such authenticating agent 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 any such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Company or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing HoldersCompany.

Appears in 1 contract

Sources: Indenture (Cinemark Usa Inc /Tx)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer Issuers by manual, electronic facsimile or facsimile PDF signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 500,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, in each case upon a written order of the same CUSIP number and/or ISIN Issuers signed by one Officer (or the “Issuers Order”). Such Issuers Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In case the Issuers, pursuant to deal 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 entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuers or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Issuer or an Affiliate Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuers Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Ladder Capital Corp)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer One Officer of the Issuer shall sign the Notes on behalf of for the Issuer by manual, facsimile, PDF or other electronic or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. . (a) A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (ab) Original NotesAt any time and from time to time after the execution and delivery of this Indenture, on the date hereof, Trustee shall authenticate and make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 310,000,000, and (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, in each case upon a written order of the same CUSIP number and/or ISIN Issuer signed by one Officer (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are fungible with the to be Initial 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. or Additional Notes. (c) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with agent for service of notices and demands. (d) In case any of the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Affiliate 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 Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon receipt of the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (CPI Card Group Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Two Officers shall sign the Notes on behalf of the for each Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual or obligatory for any purpose until an authorized signatory electronic signature of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. . At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (ai) Original Notes, on the date hereof, Initial Notes for original issue an in the aggregate principal amount of (a) in the case of the 2041 Notes $600,000,000 1,500,000,000 and (b) in the case of the 2052 Notes $1,000,000,000, and (ii) Additional Notes, Notes from time to timetime for original issue in aggregate principal amount specified by the Issuers, subject in each case specified in clauses (i) and (ii) above, upon a written order of the Issuers signed by an Officer of each Issuer (an “Authentication Order”). Such Authentication Order shall specify the amount and series of Notes to compliance at be authenticated and the time of issuance of date on which the Notes are to be authenticated, whether such Notes are to be Initial Notes or Additional Notes with and whether the provisions of ‎Section 4.06 Notes are to be issued as one or more Global Notes and ‎Section 4.07such other information as the Issuers may include or the Trustee may reasonably request. The Issuer aggregate principal amount of Notes which may be authenticated and delivered under this Supplemental Indenture is permitted to unlimited. On the Issue Date, the Issuers will issue Initial Notes in the form of one or more Global Notes, as provided in Section 2.01(c). Any Additional Notes as part shall also be issued in the form 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 (one or be represented by the same Global Note or more Global Notes) , as the Notes unless the Additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes provided in denominations of $2,000 and integral multiples of $1,000 in excess thereofSection 2.01(c). The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by the terms of such appointment, any such 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Holders or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing HoldersIssuers.

Appears in 1 contract

Sources: Nineteenth Supplemental Indenture (Cco Holdings LLC)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer One Officer of the Issuer shall sign the Notes on behalf of for the Issuer by manual, electronic facsimile or facsimile PDF signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 750,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount and (3) under the same CUSIP number and/or ISIN 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 (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any RegistrarTrustee, co-Registrar, Transfer Paying Agent or Paying Agent to deal with agent for service of notices and demands. In case any of the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Affiliate 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 Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Carvana Co.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Two Officers shall sign the Notes on behalf of the for each Issuer by manual, electronic or facsimile manual signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual or obligatory for any purpose until an authorized signatory electronic signature of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. . At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (ai) Original Notes, on the date hereof, Initial Notes for original issue an in the aggregate principal amount of (a) in the case of the 2029 Notes, $600,000,000 1,500,000,000 and (b) Additional in the case of the 2034 Notes, $1,500,000,000, and (ii) Additional Notes from time to timetime for original issue in aggregate principal amount specified by the Issuers, subject in each case specified in clauses (i) and (ii) above, upon a written order of the Issuers signed by an Officer of each Issuer (an “Authentication Order”). Such Authentication Order shall specify the amount and series of Notes to compliance at be authenticated and the time of issuance of date on which the Notes are to be authenticated, whether such Notes are to be Initial Notes or Additional Notes with and whether the provisions of ‎Section 4.06 Notes are to be issued as one or more Global Notes and ‎Section 4.07such other information as the Issuers may include or the Trustee may reasonably request. The Issuer aggregate principal amount of Notes which may be authenticated and delivered under this Supplemental Indenture is permitted to unlimited. On the Issue Date, the Issuers will issue Initial Notes in the form of one or more Global Notes, as provided in Section 2.01(c). Any Additional Notes as part shall also be issued in the form 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 (one or be represented by the same Global Note or more Global Notes) , as the Notes unless the Additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes provided in denominations of $2,000 and integral multiples of $1,000 in excess thereofSection 2.01(c). The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by the terms of such appointment, any such 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Holders or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing HoldersIssuers.

Appears in 1 contract

Sources: Supplemental Indenture (Cco Holdings LLC)

Execution and Authentication. An authorized member Officer of the Issuer’s Board of Directors or an executive officer of the Issuer Company shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on 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 issued under this Indenture. . The Trustee shall, upon a written order of the Company signed by two Officers of the Company or by an Officer and an Assistant Secretary of the Company (athe “Authentication Order”), authenticate (i) Original on the Issue Date $470,000,000 in aggregate principal amount of Notes, on (ii) at any time and from time to time thereafter, Additional Notes (subject to the date hereof, for original issue provisions of Section 2.13) in an aggregate principal amount of $600,000,000 specified in such Authentication Order and (biii) 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 specify (i) the amount of the Notes to be authenticated, (ii) the date on which the Notes are to be authenticated, (iii) whether the Notes are to be Initial Notes, from time to time, subject to compliance at the time of issuance of such Exchange Notes or Additional Notes with and (iv) whether such Notes shall bear 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, from time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Legend, the ERISA Legend, the OID Legend, the Regulation S Temporary Global Notes) as Note Legend and/or the Notes unless the Additional Notes 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 thereofPrivate Placement Legend. The Trustee may appoint an authenticating agent reasonably (the “Authenticating Agent”) acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such authenticating agent 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 any such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Company or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing HoldersCompany.

Appears in 1 contract

Sources: Indenture (Cinemark Holdings, Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. (a) Original Notes, on . A Note shall be dated the date hereof, of its authentication. The Trustee shall authenticate and make available for delivery Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and (b) Additional Notes500,000,000 and, when sold from time to time, subject to compliance at Additional Notes, in each case upon a written order of the time Issuer signed by one Officer of issuance the Issuer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of such Additional Definitive 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, from time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notes) as , the amount of the Notes unless to be authenticated and the Additional date on which the original issue of Notes is to be authenticated and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such instrument shall be evidenced by an instrument signed by a Responsible Officer of the Trustee, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with agent for service of notices and demands. In case the Issuer or any Subsidiary 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 Issuer 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 Issuer. The Trustee shall have Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the right to decline to authenticate request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and deliver any form as may be appropriate, but otherwise in substance of like tenor as the Notes under this ‎‎Section 2.02 if surrendered for such exchange and of like principal amount; and the Trustee, being advised by counselupon Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (ANTERO RESOURCES Corp)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer One Officer of the Issuer shall sign the Notes on behalf of for the Issuer by manual, electronic facsimile or facsimile pdf signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 800,000,000, (b) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount and (c) under the same CUSIP number and/or ISIN circumstances set forth in Section 2.06(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 of the Issuer (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In case the Issuer, pursuant to deal Article 4, shall be consolidated or merged or amalgamated 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 amalgamation, 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 the Issuer or an Affiliate Trustee pursuant to Article 4, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon an Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Yum Brands Inc)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors The Notes shall be executed by an Officer or an executive officer authorized signatory as identified in an Officers’ Certificate (pursuant to a power of the Issuer shall sign attorney or other similar instrument). The signature of any such Officer (or authorized signatory) on the Notes shall be by manual or facsimile signature in the name and on behalf of the Issuer by manual, electronic or facsimile signatureCompany. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee or an authenticating agent shall, upon receipt of a Company Order, authenticate (ai) Original Notes, on the date hereof, Initial Notes for original issue in an unlimited aggregate principal amount, of which $150,000,000 are being issued on the Issue Date, (ii) Private Exchange Notes from time to time only in exchange for a like principal amount of $600,000,000 and (b) Additional Notes, (iii) Unrestricted Notes from time to timetime only in exchange for a like principal amount of Additional Notes, subject and (iv) Additional Notes issued pursuant to compliance at Section 2.14. Each such Company Order shall specify the time 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, Private Exchange 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 (ii) 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 such Additional the Private Exchange Notes or the Unrestricted Notes, as the case may be, does not give rise to an Event of Default, complies with the provisions of ‎Section 4.06 this Indenture and ‎Section 4.07. The Issuer is permitted to issue Additional Notes 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 (or be represented has been duly authorized by the same Global Note or Global Notes) as the Notes unless the Additional Notes 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 thereofIssuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such authenticating agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Company or an Affiliate of the IssuerCompany. The Trustee Notes shall have the right to decline to authenticate be issuable only in registered form without coupons and deliver only in minimum denominations of $ 1,000 in principal amount and 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 integral multiples of $1,000 in good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersexcess thereof.

Appears in 1 contract

Sources: Indenture (Manitowoc Co Inc)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the a Trustee (or its authenticating agent) Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of a Trustee or the Trustee (or its authenticating agent) Authenticating Agent manually signs the certificate of authentication on authenticates the Note. The signature of a Trustee or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and €450,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, and (3) under the same CUSIP number and/or ISIN 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 (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible with the to be Initial Notes for U.S. federal income tax purposesor Additional Notes. The Issuer will issue Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee Trustees may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the NotesNotes and the Trustees initially appoint The Bank of New York Mellon as 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 Authenticating Agent may authenticate Notes whenever the a Trustee may do so. Each reference in this Indenture to authentication by the a Trustee includes authentication by any such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with 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 Affiliate 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 Trustees and Agent pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline 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 U.S. Trustee, upon the Issuer Order of the successor Person, shall authenticate and deliver 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 under this ‎‎Section 2.02 if at the Trustee, being advised by counsel, determines that time outstanding for Notes authenticated and delivered in 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 Holdersnew name.

Appears in 1 contract

Sources: Indenture (Cott Corp /Cn/)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic manual or facsimile (including, for the avoidance of doubt, electronic) signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the a Trustee (or its authenticating agent) Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of a Trustee or the Trustee (Authenticating Agent manually, electronically or its authenticating agent) manually signs the certificate of authentication on by facsimile authenticates the Note. The signature of a Trustee or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. (a) Original Notes, on . A Note shall be dated the date hereofof its authentication. At any time and from time to time after the execution and delivery of this Indenture, the U.S. Trustee or Authenticating Agent shall authenticate and make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 750,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, and (3) under the same CUSIP number and/or ISIN 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 (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible with the to be Initial Notes for U.S. federal income tax purposesor Additional Notes. The Issuer will issue Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee Trustees may appoint an authenticating agent Authenticating Agent reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such authenticating agent Authenticating Agent may authenticate Notes whenever the a Trustee may do so. Each reference in this Indenture to authentication by the a Trustee includes authentication by any such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with 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 Affiliate 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 Trustees and Agent pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline 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 U.S. Trustee, upon the Issuer Order of the successor Person, shall authenticate and deliver 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 under this ‎‎Section 2.02 if at the Trustee, being advised by counsel, determines that time outstanding for Notes authenticated and delivered in 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 Holdersnew name.

Appears in 1 contract

Sources: Indenture (Primo Water Corp /CN/)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer The Notes shall sign the Notes be executed on behalf of the Issuer Company by manualone 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, electronic affixed, imprinted or reproduced on the Notes and may be in facsimile signatureform. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (manually or its authenticating agent) manually electronically signs the certificate of authentication on pertaining to the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee or an authenticating agent shall authenticate (ai) Original Notes, on the date hereof, Initial Notes for original issue an in the aggregate principal amount not to exceed $550,000,000, (ii) Additional Notes in an unlimited principal amount (so long as permitted by the terms of $600,000,000 this Indenture, including, without limitation, Section 4.10) and (biii) Exchange Notes (x) in exchange for a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes, in each case upon a Company Request. With respect to a Company Request for authentication pursuant to clause (ii) or (iii) of the first sentence of this paragraph, the first such written order from time the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07Trustee. The Issuer is permitted to issue Additional Notes 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 (or shall be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes issuable only in registered form without coupons and only in denominations of $2,000 and integral multiples of $1,000 1,000. The Company Request directing the authentication and delivery of Notes shall specify whether such Notes shall be issued in excess thereofthe 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 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 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) shall include and bear a legend substantially to the effect 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 Depository to a nominee of the Depository or by a nominee of the Depository 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. The 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 other applicable statute or regulation. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such 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 any such agent. An authenticating agent has the same rights right as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Company or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing HoldersCompany.

Appears in 1 contract

Sources: Indenture (Lamar Media Corp/De)

Execution and Authentication. An authorized member Two Officers (who shall be members of the Issuer’s Board of Directors or an executive officer of the Issuer Directors) shall sign the Notes on behalf of for the Issuer by manual, electronic manual or facsimile signature. . (a) If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the NoteNote is authenticated, the Note shall nevertheless be valid nevertheless. valid. (b) A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (ac) Original Notes, on the date hereof, The Trustee shall authenticate and make available for delivery Notes for original issue an in the initial aggregate principal amount of $600,000,000 up to U.S.$321,114,000 upon receipt of an Issuer Order, which shall specify the amount of Notes to be authenticated and (b) Additional Notesthe date on which the Notes are to be authenticated; in addition, the Trustee shall from time to timetime authenticate and make available for delivery additional Notes upon any reopening of this Indenture upon receipt of an Issuer Order, subject which shall specify the amount of Notes to compliance at be authenticated and the time 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, from time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notes) as date on which the Notes unless the Additional are to be authenticated. (d) The Notes are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 U.S.$1,000 and integral multiples of $1,000 U.S.$1,000 in excess thereof. . (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights right as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer or an Affiliate of the Issuer. The . (f) If any successor that has replaced the Issuer in accordance with Article V hereof has executed an indenture supplemental hereto with the Trustee pursuant to Article V hereof, any of the Notes authenticated or delivered prior to such transaction may, from time to time, at the request of such successor, be exchanged for other Notes executed in the name of such successor with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of such successor, shall have the right to decline to 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 such successor pursuant to this Section 2.02(f) in exchange or substitution for or upon registration of transfer of any Notes, such successor, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes under this ‎‎Section 2.02 if then outstanding for Notes authenticated and delivered in such new name. (g) The Notes shall also be signed by a duly authorized attorney-in-fact of the Trustee, being advised Mexican Trustee by counsel, determines that such action may not lawfully be taken manual or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersfacsimile signature.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Two Officers shall sign the Notes on behalf of the for each Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual or obligatory for any purpose until an authorized signatory electronic signature of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. . At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (ai) Original Notes, on the date hereof, Initial Notes for original issue an in the aggregate principal amount of (a) in the case of the 2026 Notes, $600,000,000 1,100,000,000 and (b) Additional in the case of the 2034 Notes, $900,000,000, and (ii) Additional Notes from time to timetime for original issue in aggregate principal amount specified by the Issuers, subject in each case specified in clauses (i) and (ii) above, upon a written order of the Issuers signed by an Officer of each Issuer (an “Authentication Order”). Such Authentication Order shall specify the amount and series of Notes to compliance at be authenticated and the time of issuance of date on which the Notes are to be authenticated, whether such Notes are to be Initial Notes or Additional Notes with and whether the provisions of ‎Section 4.06 Notes are to be issued as one or more Global Notes and ‎Section 4.07such other information as the Issuers may include or the Trustee may reasonably request. The Issuer aggregate principal amount of Notes which may be authenticated and delivered under this Supplemental Indenture is permitted to unlimited. On the Issue Date, the Issuers will issue Initial Notes in the form of one or more Global Notes, as provided in Section 2.01(c). Any Additional Notes as part shall also be issued in the form 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 (one or be represented by the same Global Note or more Global Notes) , as the Notes unless the Additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes provided in denominations of $2,000 and integral multiples of $1,000 in excess thereofSection 2.01(c). The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by the terms of such appointment, any such 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Holders or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing HoldersIssuers.

Appears in 1 contract

Sources: Supplemental Indenture (Cco Holdings LLC)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile electronically imaged signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on Authenticating Agent authenticates the NoteNote 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 issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 600,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, and (3) under the same CUSIP number and/or ISIN circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Company signed by one Officer (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the NotesNotes and the Trustee initially appoints U.S. Bank Trust Company, National Association as 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 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In case the Company or any Guarantor, pursuant to deal 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 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 Issuer or an Affiliate Trustee and Agent pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Churchill Downs Inc)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. (a) Original Notes, on . A Note shall be dated the date hereofof its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) the Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 [ ] in the form of unrestricted Global Notes and (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided thatPIK Notes for original issue in accordance with Section 2.4 and paragraph 1 of the form of Note set forth in Exhibit A, any Additional in each case upon a written order of the Issuer signed by one Officer of the Issuer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes may not have will be in the same CUSIP number and/or ISIN (or be represented by the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, whether the Additional Notes will be Initial Notes or PIK Notes and the date on which such Notes 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 thereofto be authenticated. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer 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 Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with agent for delivery of notices and demands. In case the Issuer or any Guarantor 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 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 in accordance with Article IV, as applicable, any of the Issuer. The Trustee shall have Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the right request of the successor Person, be exchanged for other Notes executed in the name of the successor Person (in the case of Global Notes, subject to decline to authenticate the applicable procedures of DTC) with such changes in phraseology and deliver any form as may be appropriate, but otherwise in substance of like tenor as the Notes under this ‎‎Section 2.02 if surrendered for such exchange and of like principal amount; and the Trustee, being advised by counselupon Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Exchange Agreement (Ultra Petroleum Corp)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic facsimile or facsimile PDF signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and [·], (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, (3) under the same CUSIP number and/or ISIN 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 (or the “Issuer Order”) and (4) PIK Notes. Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the Holder and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with 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 Affiliate entirety to 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 the Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Essar Steel Canada Inc.)

Execution and Authentication. (g) An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Officer shall sign the Notes on behalf of execute each Note for the Issuer by manual, electronic PDF or facsimile other electronically transmitted signature. . (h) If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (i) A Note shall not be valid or obligatory for entitled to any purpose benefit under this Indenture until such Note is authenticated pursuant to an authorized signatory authentication in substantially the form of Exhibit A by the manual or electronic signature of a Responsible Officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall, upon receipt of a written order of the Issuer executed by an Officer of the Issuer (an “Authentication Order”), (a) Original Notesauthenticate and deliver the Initial Notes on the Effective Date and, in the event of a Cash/PIK Election in accordance with Section 4.1, any PIK Notes on the date hereof, for original issue an aggregate principal amount of $600,000,000 issuance thereof and (b) Additional Notesin the event of any such Cash/PIK Election, from time unless the Issuer issues a PIK Note in the amount of the applicable PIK Amounts, increase the Principal Amount of the applicable Global Notes by such PIK Amounts. Each such written order of the Issuer shall specify the Notes to timebe authenticated, subject the date on which the original issue of Notes is to compliance at the time of issuance of be authenticated and, if such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted authentication relates to issue Additional Notes as part any PIK Amounts, whether such authentication shall be made in respect of a further issue under this Indenture, from time to time; provided that, PIK Note or an increase in the Principal Amount of any Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notesby any such PIK Amounts. (j) as At the Notes unless the Additional Notes 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 Trustee’s election, it may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever to the same extent that the Trustee may do soso in accordance with this Section 2.2. Each reference in this Indenture to an authentication by the Trustee includes shall be deemed to also refer to an authentication by any such authenticating agent. An , and any such authenticating agent has shall have the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with Holders or the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Indenture (Green Plains Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the a Trustee (or its authenticating agent) Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of a Trustee or the Trustee (or its authenticating agent) Authenticating Agent manually signs the certificate of authentication on authenticates the Note. The signature of a Trustee or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. (a) Original Notes, on . A Note shall be dated the date hereofof its authentication. At any time and from time to time after the execution and delivery of this Indenture, the U.S. Trustee or Authenticating Agent shall authenticate and make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 750,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, and (3) under the same CUSIP number and/or ISIN 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 (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible with the to be Initial Notes for U.S. federal income tax purposesor Additional Notes. The Issuer will issue Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee Trustees may appoint an authenticating agent Authenticating Agent reasonably acceptable to the Issuer to authenticate the NotesNotes and the Trustees initially appoint The Bank of New York Mellon as 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 Authenticating Agent may authenticate Notes whenever the a Trustee may do so. Each reference in this Indenture to authentication by the a Trustee includes authentication by any such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with 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 Affiliate 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 Trustees and Agent pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline 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 U.S. Trustee, upon the Issuer Order of the successor Person, shall authenticate and deliver 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 under this ‎‎Section 2.02 if at the Trustee, being advised by counsel, determines that time outstanding for Notes authenticated and delivered in 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 Holdersnew name.

Appears in 1 contract

Sources: Indenture (Cott Corp /Cn/)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer (a) The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (i) (x) Notes for original issue on the date hereof in an aggregate principal amount of $225,000,000 and (ii) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Additional Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and any integral multiples of $1,000 in excess thereof. (b) One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic manual or facsimile signature. . (c) If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. . (d) A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (ae) Original Notes, on the date hereof, for original issue an aggregate principal amount of $600,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes 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 (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes 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 one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. (f) The Trustee is hereby authorized to deal enter into a letter of representations with the Depository in the form provided by the Issuer or an Affiliate of the Issuer. The Trustee shall have the right and to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that act in accordance with 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 Holdersletter.

Appears in 1 contract

Sources: Indenture (Hexion Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer One Officer of the Issuer shall sign the Notes on behalf of for the Issuer by manual, electronic facsimile or facsimile PDF signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 980,815,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, (3) any PIK Notes issued in payment of PIK Interest and (4) under the same CUSIP number and/or ISIN 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 (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are fungible to be Initial Notes or Additional Notes. On any interest payment date on which the Issuer pays PIK Interest with respect to a Global Note, the Trustee shall increase the principal amount of such Global Note by an amount equal to the interest payable, rounded up to the nearest whole Dollar, for the relevant interest period on the principal amount of such Global Note as of the relevant record date for such interest payment date, to the credit of the Holders on such record date, 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 to any Holder, for U.S. federal income tax purposes. The Issuer will issue Notes in denominations the relevant interest period as of $2,000 and integral multiples of $1,000 in excess thereofthe 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 Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any RegistrarTrustee, co-Registrar, Transfer Paying Agent or Paying Agent to deal with agent for service of notices and demands. In case any of the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Affiliate 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 Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Carvana Co.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer One Officer of the Issuer shall sign the Notes on behalf of for the Issuer by manual, electronic facsimile or facsimile PDF signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 350,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount and (3) under the same CUSIP number and/or ISIN 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 (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any RegistrarTrustee, co-Registrar, Transfer Paying Agent or Paying Agent to deal with agent for service of notices and demands. In case any of the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Affiliate 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 Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Carvana Co.)

Execution and Authentication. (a) An authorized member of the Issuer’s Board of Directors or an executive officer Officer of the Issuer shall sign the Notes on behalf Securities for the Issuer, and an Officer of the Issuer Company shall sign the notation in the Securities relating to the Company Guarantee. Each such signature may be by manual, electronic manual or facsimile signature. signature of such Officer. (b) If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note Security no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the NoteSecurity, the Note Security shall be valid nevertheless. . (c) A Note Security shall not be valid or obligatory for any purpose until an authorized signatory a Trust Officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. (ad) Original NotesOn the Issue Date, on the date hereofTrustee shall authenticate and deliver U.S.$300,000,000 aggregate principal amount of 7.000% Notes due March 16, 2047 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of $600,000,000 the Issuer signed by two Officers of the Issuer. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.12 after the Issue Date, shall certify that such issuance is in compliance with this Indenture and shall state (i) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture and (bii) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes 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 initial Interest Payment Date. (or be represented by the same Global Note or Global Notese) as the Notes unless the Additional Notes 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 Issuer to authenticate the NotesSecurities. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee shall have the right to decline to authenticate notices and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersdemands.

Appears in 1 contract

Sources: Indenture

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Two Officers shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 200,000,000, (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (b3) 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, from time 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 (the “Company Order”). Such Company Order shall specify the amount of the Notes to timebe authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, subject to compliance at the time 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, from time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Exchange Notes) as the Notes unless the Additional Notes 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 (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such 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 agent. An authenticating agent has In case the same rights 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 entirety to any RegistrarPerson, co-Registrarand the successor Person resulting from such consolidation, Transfer Agent or Paying Agent to deal 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 Issuer or an Affiliate Trustee pursuant to Article IV, any of the Issuer. 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 have the right to decline to 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 under this ‎‎Section 2.02 if at the Trustee, being advised by counsel, determines that time outstanding for Notes authenticated and delivered in 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 Holdersnew name.

Appears in 1 contract

Sources: Indenture (Earth Products, Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature. If an 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 the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Issuer shall execute and, upon receipt of an Issuer Order, the Trustee shall authenticate (whether itself or via the authenticating agent), which such authentication may be by manual, electronic (including DocuSign or other electronic platform) or facsimile signature (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $600,000,000 1,250,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes 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 (or 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 integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Indenture (Royal Caribbean Cruises LTD)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Two Officers shall sign the Notes on behalf of the for each Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature (which may be by facsimile) of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (ai) Original Notes, on the date hereof, Initial Notes for original issue an in the aggregate principal amount of $600,000,000 545,896,000, and (bii) Additional Notes, Notes from time to timetime for original issue in aggregate principal amount specified by the Issuers, subject in each case, upon a written order of the Issuers signed by two Officers of each of the Issuers (an “Authentication Order”). Such Authentication Order shall specify the amount of the Notes to compliance at be authenticated and the time of issuance of date on which the Notes are to be authenticated, whether such Notes are to be Initial Notes or Additional Notes with and whether the provisions of ‎Section 4.06 Notes are to be issued as one or more Global Notes and ‎Section 4.07such other information as the Issuers may include or the Trustee may reasonably request. The Issuer aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is permitted to issue unlimited. Initial Notes and Additional Notes offered and sold in reliance on the exemption from registration under the Securities Act provided by Section 4(2) thereunder or Rule 144A shall be issued as part of a further issue under this Indenture, from time to time; provided that, any one or more Rule 144A Global Notes. Initial Notes and Additional Notes may not have the same CUSIP number and/or ISIN (offered and sold in offshore transactions in reliance on Regulation S shall be issued as one or be represented by the same Global Note or more Regulation S Global Notes) as the Notes unless the Additional Notes 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 Issuer Issuers to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Holders or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing HoldersIssuers.

Appears in 1 contract

Sources: Indenture (Charter Communications Inc /Mo/)

Execution and Authentication. An authorized member Subject to Section 2.01, the Company shall approve the form of the Issuer’s Board Notes and any notation, legend or endorsement thereon. Each Note shall be dated the date of Directors or an executive officer issuance and shall show the date of its authentication. The terms and provisions contained in the Note annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The aggregate principal amount of the Issuer Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. One Officer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes. The Trustee shall authenticate Notes upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated, on the date hereof, for original issue an aggregate principal amount of $600,000,000 on which the Notes are to be authenticated and whether (b) Additional Notes, from time to time, subject to compliance at this Section 3.03) the time of issuance Notes are issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any 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, from time to time; provided that, any Additional Notes may not vote or consent) as one class and no series of Notes will have the same CUSIP number and/or ISIN (right to vote or be represented by the same Global Note or Global Notes) consent as the Notes unless the Additional Notes 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 thereofa separate class on any matter. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment to be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Unless limited by otherwise provided in the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registraran Agent, co-Registrar, Transfer Agent Registrar or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuernotices and demands. The Trustee Notes shall have the right to decline to authenticate be issuable in fully registered form only, without coupons, in denominations of $1,000 and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersintegral multiple thereof.

Appears in 1 contract

Sources: Indenture (Alestra)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Two Officers shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (manually or its authenticating agent) manually electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes. On the Issue Date, on the date hereofTrustee shall authenticate and deliver $1,000,000,000 of 6.75% Senior Secured Notes due 2028 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of $600,000,000 the Company signed by two Officers or by an Officer and an Assistant Secretary of the Company (b) each an “Authentication Order”). Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional NotesNotes or such other information as the Trustee shall reasonably request and, from time to time, subject to compliance at in the time case of an issuance of such Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with the provisions of ‎Section 4.06 and ‎Section 4.07Section 4.09. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indentureshall be issued only in registered form, from time to time; provided that, any Additional Notes 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 are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as the Registrar or any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to deal such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Assistant Secretary of the Company, to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 11.03 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the Issuer or an Affiliate terms of the Issuer. The Trustee shall have the right to decline to authenticate this Indenture and deliver any Notes under this ‎‎Section 2.02 if delivered by the Trustee, being advised by counselwill be the legally valid and binding obligations of the Company, determines that enforceable against the Company in accordance with their terms, subject to any conditions and qualifications specified in 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 HoldersOpinion of Counsel.

Appears in 1 contract

Sources: Indenture (TransDigm Group INC)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer Issuers by manual, electronic facsimile or facsimile PDF signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 300,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, and (3) under the same CUSIP number and/or ISIN 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 (or the “Issuers Order”). Such Issuers Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In case the Issuers, pursuant to deal 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 entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuers or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Issuer or an Affiliate Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuers Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Ladder Capital Corp)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 500,000,000 and (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, in each case upon a written order of the same CUSIP number and/or ISIN Company signed by one Officer of the Company (or the “Company Order”). Such Company Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated and the Additional date on which the original issue of Notes is to be authenticated and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In case the Company, pursuant to deal Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of all or substantially all of 45 its assets in one or more transactions to any Person, and the Successor Company shall have executed an indenture supplemental hereto with the Issuer or an Affiliate Trustee pursuant to Article IV, any of the Issuer. The Trustee shall have Notes authenticated or delivered prior to such transaction may, from time to time, at the right to decline to authenticate request of the Successor Company, be exchanged for other Notes executed in the name of the Successor Company, with such changes in phraseology and deliver any form as may be appropriate, but otherwise in substance of like tenor as the Notes under this ‎‎Section 2.02 if surrendered for such exchange and of like principal amount; and the Trustee, being advised by counselupon Company Order of the Successor Company, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a Successor Company pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such Successor Company, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Earthstone Energy Inc)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer (a) Any Officer shall sign the Notes on behalf of for the Issuer by manualCompany, electronic or facsimile signaturewhich may be via facsimile. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. . (b) A Note shall not be valid or obligatory for any purpose enforceable unless and until an authorized signatory of the Trustee (or its authenticating agent) manually signs Trustee, upon Company Order, authenticates the Note substantially in the form of the Trustee’s certificate of authentication on the Noteprovided for in Section 2.2(d) hereof. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. (ac) Original Notes, on the date hereof, for original issue an aggregate principal amount of $600,000,000 At any time and (b) Additional Notes, from time to time, subject to compliance at time after the time execution and delivery 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, from time to time; provided that, any Additional the Trustee shall authenticate and make available for delivery Notes may not have upon a written order of the same CUSIP number and/or ISIN Company signed by an Officer (or be represented by the same Global Note or Global Notes) as “Company Order”). A Company Order shall specify the amount of the Notes unless to be authenticated, the Additional applicable series and the date on which the original issue of Notes 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. is to be authenticated. (d) The Trustee may appoint an authenticating agent reasonably acceptable or agents with respect to the Issuer Notes which shall be authorized to act on behalf of the Trustee to authenticate Notes issued upon original issue and upon exchange, registration of transfer or partial conversion or partial redemption thereof or pursuant to Section 6.8 (an “Authenticating Agent”), and Notes so authenticated shall be entitled to the Notes. Unless limited benefits of this Indenture and shall be valid and enforceable for all purposes as if authenticated by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do sohereunder. Each Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee includes or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and the Guarantor and shall at all times be either (i) a branch of the Trustee or (ii) a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than U.S.$50,000,000 and subject to supervision or examination by any federal or state authority in the United States. If such agentAuthenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent reports of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any Person into which an Authenticating Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent, provided such Person shall be otherwise eligible under this Section. An authenticating agent has Authenticating Agent may resign at any time by giving written notice thereof to the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent Trustee; to deal with the Issuer or an Affiliate of Company and the IssuerGuarantor. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Company and the Guarantor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall have cease to be eligible in accordance with the right provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to decline the Company and the Guarantor and shall give notice of such appointment in the manner provided in Section 12.2 to authenticate all Holders of Notes with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and deliver any Notes duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. Each of the Company and the Guarantor agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this ‎‎Section 2.02 Indenture. If an appointment is made pursuant to this Section, the Notes of a series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: “This is one of the [•] [•] Notes referred to in the within-mentioned Indenture. The Bank of New York, as Trustee By: as Authenticating Agent By: Authorized Signatory Date: ” If any of the Notes of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Notes upon original issuance located in a Place of Payment where the Company wishes to have Notes authenticated upon original issuance, the Trustee, being advised if so requested by counselthe Company in writing (which writing need not be an Officers’ Certificate or be accompanied by an Opinion of Counsel), determines that shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect of such action may not lawfully be taken or if Notes. (e) In case the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.Company:

Appears in 1 contract

Sources: Indenture (Pearson PLC)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer Issuers by manual, electronic facsimile or facsimile PDF signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 400,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, in each case upon a written order of the same CUSIP number and/or ISIN Issuers signed by one Officer (or the “Issuers Order”). Such Issuers Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In case the Issuers, pursuant to deal 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 entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuers or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Issuer or an Affiliate Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuers Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Ladder Capital Corp)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic facsimile or facsimile PDF signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 470,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, and (3) under the same CUSIP number and/or ISIN 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 (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with 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 Affiliate indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer or lease may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Blue Coat, Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Officer shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall authenticate (ai) Original Notes, on the date hereof, Initial Notes for original issue an in the aggregate principal amount of not to exceed $600,000,000 200,000,000, (ii) Additional Notes and (biii) Exchange Notes (x) in exchange for a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes in each case upon a written order of the Company in the form of an Officers' Certificate of the Company (an "Authentication Order"). Each such written 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, from time to time, subject to compliance at the time of issuance of such Exchange Notes or Additional Notes with and whether the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted Notes are to issue Additional be issued as certificated Notes 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 (or be represented by the same Global Note or Global Notes) Notes or such other information as the Notes unless Trustee may reasonably request. In addition, with respect to authentication pursuant to clauses (ii) or (iii) of the Additional Notes are fungible with first sentence of this paragraph, the Notes for U.S. federal income tax purposes. The Issuer will issue Notes first such written order from the Company shall be accompanied by an Opinion of Counsel of the Company in denominations of $2,000 and integral multiples of $1,000 in excess thereofa form reasonably satisfactory to the Trustee. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with Holders or the Issuer or an Affiliate of the IssuerCompany. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 Indenture 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 Holdersliability.

Appears in 1 contract

Sources: Indenture (Wci Communities Inc)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. (a) Original Notes, on . A Note shall be dated the date hereof, of its authentication. The Trustee shall authenticate and make available for delivery Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and (b) Additional Notesand, when sold from time to time, subject to compliance at Additional Notes, in each case upon a written order of the time Issuer signed by one Officer of issuance the Issuer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of such Additional Definitive 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, from time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notes) as , the amount of the Notes unless to be authenticated and the Additional date on which the original issue of Notes is to be authenticated and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such instrument shall be evidenced by an instrument signed by a Responsible Officer of the Trustee, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with agent for service of notices and demands. In case the Issuer or any Subsidiary 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 Issuer 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 Issuer. The Trustee shall have Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the right to decline to authenticate request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and deliver any form as may be appropriate, but otherwise in substance of like tenor as the Notes under this ‎‎Section 2.02 if surrendered for such exchange and of like principal amount; and the Trustee, being advised by counselupon Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (ANTERO RESOURCES Corp)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, facsimile or other electronic or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 1,900,000,000 and (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, in each case upon a written order of the same CUSIP number and/or ISIN Issuer signed by one Officer (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible to be Initial Notes or Additional Notes. For the avoidance of doubt, no Opinion of Counsel shall be required in connection with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations authentication of $2,000 and integral multiples of $1,000 in excess thereofthe Initial Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with 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 Affiliate 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 Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Community Health Systems Inc)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer One Officer of the Issuer shall sign the Notes on behalf of for the Issuer by manual, electronic facsimile or facsimile pdf signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (authenticates the Note by manual or its authenticating agent) manually signs the certificate of authentication on the Noteelectronic signature. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 600,000,000, (b) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount and (c) under the same CUSIP number and/or ISIN circumstances set forth in Section 2.06(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 of the Issuer (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In case the Issuer, pursuant to deal Article 4, shall be consolidated or merged or amalgamated 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 amalgamation, 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 the Issuer or an Affiliate Trustee pursuant to Article 4, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon an Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Yum Brands Inc)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Two Officers shall sign the Notes on behalf of the for each Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual or obligatory for any purpose until an authorized signatory electronic signature of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. . At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (ai) Original Notes, on the date hereof, Initial Notes for original issue an in the aggregate principal amount of (a) in the case of the 2031 Notes $600,000,000 1,600,000,000 and (b) in the case of the 2051 Notes $1,400,000,000, and (ii) Additional Notes, Notes from time to timetime for original issue in aggregate principal amount specified by the Issuers, subject in each case specified in clauses (i) and (ii) above, upon a written order of the Issuers signed by an Officer of each Issuer (an “Authentication Order”). Such Authentication Order shall specify the amount and series of Notes to compliance at be authenticated and the time of issuance of date on which the Notes are to be authenticated, whether such Notes are to be Initial Notes or Additional Notes with and whether the provisions of ‎Section 4.06 Notes are to be issued as one or more Global Notes and ‎Section 4.07such other information as the Issuers may include or the Trustee may reasonably request. The Issuer aggregate principal amount of Notes which may be authenticated and delivered under this Supplemental Indenture is permitted to unlimited. On the Issue Date, the Issuers will issue Initial Notes in the form of one or more Global Notes, as provided in Section 2.01(c). Any Additional Notes as part shall also be issued in the form 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 (one or be represented by the same Global Note or more Global Notes) , as the Notes unless the Additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes provided in denominations of $2,000 and integral multiples of $1,000 in excess thereofSection 2.01(c). The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by the terms of such appointment, any such 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Holders or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing HoldersIssuers.

Appears in 1 contract

Sources: Supplemental Indenture (Cco Holdings LLC)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer Issuers by manual, electronic facsimile or facsimile PDF signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 750,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, in each case upon a written order of the same CUSIP number and/or ISIN Issuers signed by one Officer (or the “Issuers Order”). Such Issuers Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In case the Issuers, pursuant to deal 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 entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuers or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Issuer or an Affiliate Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuers Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Ladder Capital Corp)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer At least one Officer shall sign the Notes on behalf of the for each Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes. On the Issue Date, on the date hereofTrustee shall authenticate and deliver $1,000,000,000 of 5.750% Senior Secured Notes due 2026 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of $600,000,000 each Issuer signed by two Officers or by an Officer and an Assistant Secretary of each Issuer (b) each an “Authentication Order”). Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional NotesNotes or such other information as the Trustee shall reasonably request and, from time to time, subject to compliance at in the time case of an issuance of such Additional Notes pursuant to Section 2.14 hereof after the Issue Date, shall certify that such issuance is in compliance with the provisions of ‎Section 4.06 Sections 4.08 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes 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 (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes 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 thereof4.10 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as the Registrar or any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In authenticating the Notes, and accepting the additional responsibilities under this Indenture in relation to deal the Notes, the Trustee shall receive, and shall be fully protected in relying upon: (1) a copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Assistant Secretary of each Issuer, to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (2) an executed supplemental indenture, if any; (3) an Officers’ Certificate delivered in accordance with Section 11.03 hereof; and (4) an Opinion of Counsel delivered in accordance with Section 11.03 hereof and which shall also state that the Notes have been duly authorized by all necessary corporate action of each Issuer and, when executed, issued and authenticated in accordance with the Issuer or an Affiliate terms of the Issuer. The Trustee shall have the right to decline to authenticate this Indenture and deliver any Notes under this ‎‎Section 2.02 if delivered by the Trustee, being advised by counselwill be the legally valid and binding obligations of each Issuer, determines enforceable against the Issuers in accordance with their terms, subject to any conditions and qualifications specified in such Opinion of Counsel; provided, however, that such action may an Opinion of Counsel shall not lawfully be taken or if required to be delivered to the Trustee in good faith with respect to Notes authenticated on the Issue Date and the Officers’ Certificate delivered with respect to Notes authenticated on the Issue Date shall determine that such action would expose only be required to be executed by one Officer of each of the Trustee to personal liability to existing HoldersIssuers.

Appears in 1 contract

Sources: Indenture (Brookfield Property REIT Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature. If an 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 the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Issuer shall execute and, upon receipt of an Issuer Order, the Trustee shall authenticate (whether itself or via the authenticating agent), which such authentication may be by manual, electronic (including DocuSign or other electronic platform) or facsimile signature (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $600,000,000 1,000,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07Section 4.06. The Issuer is permitted to issue Additional Notes 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 (or 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 integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Indenture (Royal Caribbean Cruises LTD)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature. If an 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 the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $600,000,000 €500,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, from time to time; provided that, that any Additional Notes may not have the same CUSIP Common Code number and/or ISIN (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations of $2,000 €100,000 and integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Indenture (Carnival PLC)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf for each of the Issuer Issuers by manual, electronic or facsimile manual signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officers whose signature is are on a Note no longer holds that such office at the time the Trustee (or its authenticating agent) Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on 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 issued under this Indenture. (a) Original Notes. The Trustee may authenticate the Note by manual signature. Electronically imaged signatures such as .pdf files, on faxed signatures or other electronic signatures to the Note shall have the same effect as original signatures. A Note shall be dated the date hereofof its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Authenticating Agent shall authenticate and make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 700,000,000 and (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, in each case upon a written order of the same CUSIP number and/or ISIN Issuers signed by one Officer (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such 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 agentan Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In case any of the Issuers or any Guarantor, pursuant to deal 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 Issuer or an Affiliate Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Avis Budget Group, Inc.)

Execution and Authentication. An authorized member (a) At least one Officer of the Issuer’s Board of Directors or an executive officer of the Issuer Company shall sign the Notes on behalf of the Issuer Company by manual, facsimile or electronic or facsimile signature. . (b) If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. . (c) A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (ad) Original Notes, on the date hereof, The Trustee shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $965,000,000 and (ii) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount of $600,000,000 and (b) Additional Notes, from time to time, subject to compliance be determined at the time of issuance and specified therein, in each case, upon a written order of the Company in the form of an Officers’ Certificate (an “Authentication Order”). In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably require in connection with such authentication of Notes. Each Authentication 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 Additional Notes with and whether the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted Notes are to issue Additional be issued as Definitive Notes 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 (or be represented by the same Global Note or Global Notes) Notes or such other information as the Notes unless Trustee may reasonably request. With respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, such Authentication Order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes are fungible does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by 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. Company. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee shall have the right to decline to authenticate notices and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersdemands.

Appears in 1 contract

Sources: Indenture (Comstock Resources Inc)

Execution and Authentication. An authorized member Officer of the Issuer’s Board of Directors or an executive officer of the Issuer Company shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on 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 issued under this Indenture. . The Trustee shall, upon a written order of the Company signed by two Officers of the Company or by an Officer and an Assistant Secretary of the Company (athe “Authentication Order”), authenticate (i) Original on the Issue Date $530,000,000 in aggregate principal amount of Notes, on (ii) at any time and from time to time thereafter, Additional Notes (subject to the date hereof, for original issue provisions of Section 2.13) in an aggregate principal amount of $600,000,000 specified in such Authentication Order and (biii) 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 specify (i) the amount of the Notes to be authenticated, (ii) the date on which the Notes are to be authenticated, (iii) whether the Notes are to be Initial Notes, from time to time, subject to compliance at the time of issuance of such Exchange Notes or Additional Notes with and (iv) whether such Notes shall bear 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, from time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Legend, the ERISA Legend, the Regulation S Legend, the Regulation S Temporary Global Notes) as Note Legend and/or the Notes unless the Additional Notes 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 thereofPrivate Placement Legend. The Trustee may appoint an authenticating agent reasonably (the “Authenticating Agent”) acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such authenticating agent 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 any such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Company or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing HoldersCompany.

Appears in 1 contract

Sources: Indenture (Cinemark Holdings, Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors Two Officers, or an executive officer of the Issuer Officer and a Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors Officer or an executive officer Secretary whose signature is on a Note was an Officer or Secretary at the time of such execution but no longer holds that office or position at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall authenticate (ai) Original Notes, on the date hereof, Euro Notes for original issue in the aggregate principal amount not to exceed - upon receipt of a Company Order in the form of an Officers' Certificate. The Officers' Certificate shall specify the 33 34 amount of Notes to be authenticated, the series and type of Notes and the date on which the Notes are to be authenticated, whether the Notes are to be issued as Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. The aggregate principal amount of $600,000,000 and (b) Additional Notes, from Euro Notes outstanding at any time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07may not exceed - except as provided in Section 2.7. The Issuer is permitted to issue Additional Notes as part Upon receipt of a further issue under this IndentureCompany Order, from time to time; provided that, any Additional Notes 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 are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Trustee shall authenticate Notes in denominations substitution of $2,000 and integral multiples Notes originally issued to reflect any name change of $1,000 in excess thereofthe Company. The Trustee may appoint an authenticating agent ("Authenticating Agent") reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by otherwise provided in the terms of such appointment, any such authenticating agent 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 any such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer or an Affiliate Company and Affiliates of the IssuerCompany. The Trustee hereby appoints United States Trust Company of New York to be the Authenticating Agent on the Issue Date. The Euro Notes shall have be issuable only in denominations of 1,000 and any integral multiple thereof. The Global Notes shall be in bearer form without coupons and the right to decline to authenticate and deliver any Definitive Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully shall be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersregistered form.

Appears in 1 contract

Sources: Indenture (Versatel Telecom International N V)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors Two Officers, or an executive officer of the Issuer Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes on behalf of Securities for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. (a) Original Notes, on the date hereof, . The Trustee shall authenticate Securities for original issue an in the aggregate principal amount of $600,000,000 85,000,000 upon a written order of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. Such Securities shall be in the form of one or more Global Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the outstanding Securities, (ii) shall be registered in the name of the Depository for such Global Security or Securities or its nominee, (iii) shall be delivered by the Trustee to the Depository or pursuant to the Depository's instruction and (biv) Additional Notesshall bear a legend substantially to the following effect: "Unless and until this Global Security is exchanged in whole or in part for the individual Securities represented hereby, from time this Global Security may not be transferred except as a whole by the Depository to time, subject a nominee of the Depository or by a nominee of the Depository to compliance at the time of issuance of Depository or by a Depository or any such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted nominee to issue Additional Notes as part a successor Depository or a nominee of a further issue under this Indenture, from successor Depository." The aggregate principal amount of Securities outstanding at any time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN exceed $85,000,000 (or be represented such lesser amount as is requested authenticated by the same Global Note or Global Notes) Trustee and issued by the Company on the Issue Date), except as the Notes unless the Additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes provided in denominations of $2,000 and integral multiples of $1,000 in excess thereofSection 2.7. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless limited by otherwise provided in the terms of such appointment, any such an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer or an Affiliate Company and Affiliates of the IssuerCompany. The Trustee Securities shall have the right to decline to authenticate be issuable only in registered form without coupons in denominations of $1,000 and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersintegral multiples thereof.

Appears in 1 contract

Sources: Indenture (Color Spot Nurseries Inc)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer Issuers by manual, electronic manual or facsimile signature. If an authorized member Officer of the Issuer’s Board of Directors or an executive officer Issuers whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Trustee shall authenticate (ai) Original Notes, on the date hereof, Initial 2022 Notes for original issue an on the Issue Date in the aggregate principal amount of $600,000,000 500,000,000, (ii) the Initial 2027 Notes for original issue on the Issue Date in the aggregate principal amount of $750,000,000, (iii) the Initial 2047 Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 and (biv) Additional Notes, Notes for original issue from time to time, subject to compliance at time after the time Issue Date in such principal amounts as may be set forth in a written order of the Issuers described in this sentence; provided that the issuance of such Additional Notes with shall be subject to Section 2.13 hereof, upon a written order of the provisions Issuers signed by one Officer, which written order shall specify (a) the amount of ‎Section 4.06 Notes to be authenticated and ‎Section 4.07. The Issuer is permitted to the date of original issue thereof, (b) whether the Notes are Initial Notes or Additional Notes as part and (c) the amount of a further issue under this Indenture, from time Notes to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN (be issued in global form or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes 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 thereofdefinitive form. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Holders or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing HoldersIssuers.

Appears in 1 contract

Sources: Indenture (Andeavor Logistics Lp)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf for each of the Issuer Issuers by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officers whose signature is are on a Note no longer holds that such office at the time the Trustee (or its authenticating agent) Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) the Authenticating Agent manually signs the certificate of authentication on 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 issued under this Indenture. (a) Original Notes, on . A Note shall be dated the date hereofof its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Authenticating Agent shall authenticate and make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 350,000,000 and (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, in each case upon a written order of the same CUSIP number and/or ISIN Issuers signed by one Officer (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such 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 agentan Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In case any of the Issuers or any Guarantor, pursuant to deal 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 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 Issuer or an Affiliate Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Avis Budget Group, Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer At least one Officer of the Issuer shall sign the Notes on behalf of for the Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The form of Trustee’s certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall, upon an Issuer Order, (a) Original Notes, on the date hereof, authenticate (i) for original issue on the Issue Date Notes in an aggregate principal amount of $600,000,000 240,380,000 and (ii) PIK Notes, that may be validly issued under this Indenture, and (b) Additional Notes, from time to time, subject to compliance at increase the time principal amount of issuance any Global Note as a result of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07a PIK Payment. The Issuer is permitted to issue Additional aggregate principal amount of Notes as part of a further issue that may be authenticated and delivered under this Indenture, from time to time; provided that, any Additional Notes 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 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 thereofIndenture is unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer or an Affiliate of the Issuer. The Issuer, the Trustee and any agent of the Issuer or the Trustee shall have treat the right Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of and (subject to decline the provisions of this Indenture and the Notes with respect to authenticate record dates) interest on such Note and deliver any Notes under this ‎‎Section 2.02 if for all other purposes whatsoever, whether or not such Note is overdue, and neither the TrusteeIssuer, 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 nor any agent of the Issuer or the Trustee shall be affected by notice to personal liability to existing Holdersthe contrary.

Appears in 1 contract

Sources: Indenture Agreement (Usec Inc)

Execution and Authentication. An authorized member (a) One Officer, who shall be the Chairman of the Issuer’s Board of Directors Board, the President, the Chief Executive Officer or an executive officer the Chief Financial Officer of the Issuer Company, shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office or is no longer a representative with full power and authority to represent and act on behalf of the Company or a Subsidiary Guarantor, as the case may be, at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. . (b) A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. (ac) Original Notes, on the date hereof, for original issue an aggregate principal amount of $600,000,000 At any time and (b) Additional Notes, from time to time, subject to compliance at time after the time execution and delivery 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, from time to time; provided that, any Additional the Trustee shall authenticate and make available for delivery Notes may not have upon a written order of the same CUSIP number and/or ISIN Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (or be represented by the same Global Note or Global Notes) as “Company Order”). A Company Order shall specify the amount of the Notes unless to be authenticated and the Additional date on which the original issue of Notes 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. is to be authenticated. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such 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 agent. An authenticating agent the Authenticating Agent. (e) In case a Surviving Entity has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal executed an indenture supplemental hereto with the Issuer or an Affiliate Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such transaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Surviving Entity, shall have the right to decline to authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes under this ‎‎Section 2.02 if at the Trustee, being advised by counsel, determines that time Outstanding for Notes authenticated and delivered in 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 Holdersnew name.

Appears in 1 contract

Sources: Indenture (Homex Development Corp.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer (a) At least one Officer shall sign execute the Notes on behalf of the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. 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 (or its authenticating agent) manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (ac) Original 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, on the date hereof, for original issue an aggregate principal amount of $600,000,000 at any time and (b) Additional Notes, from time to time, subject to compliance at the time Trustee shall, upon receipt of issuance of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for 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, from time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN issued hereunder. (or be represented by the same Global Note or Global Notesd) as the Notes unless the Additional Notes 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 Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with Holders, the Issuer Company or an Affiliate of the Issuer. Company. (e) The Trustee shall have the right to decline to authenticate and deliver make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $350,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes under issued in exchange for any of the foregoing in accordance with this ‎‎Section 2.02 if Indenture. Such order shall specify the Trusteeamount of the Notes to be authenticated, being advised by counselthe date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, determines that such action may not lawfully be taken Additional Notes or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersother Unrestricted Global Notes.

Appears in 1 contract

Sources: Senior Notes Indenture (Brinker International Inc)

Execution and Authentication. An authorized member One Officer of the Issuer’s Board of Directors or an executive officer of the Issuer Company shall sign the Notes on behalf of for the Issuer Company by manual, facsimile, PDF or other electronic or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 300,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount and (3) under the same CUSIP number and/or ISIN circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Company signed by one Officer (or the “Company Order”). Such Company Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In case the Company or any Guarantor, pursuant to deal 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 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 Issuer or an Affiliate Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon receipt of a Company Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Infrastructure & Energy Alternatives, Inc.)

Execution and Authentication. An authorized member (a) At least one Officer of the Issuer’s Board of Directors or an executive officer of the Issuer Company shall sign the Notes on behalf of the Issuer Company by manual, electronic manual or facsimile signature. . (b) If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. . (c) A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (ad) Original Notes, on the date hereof, The Trustee shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $500,000,000 and (ii) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount of $600,000,000 and (b) Additional Notes, from time to time, subject to compliance be determined at the time of issuance and specified therein, in each case, upon a written order of the Company in the form of an Officers’ Certificate (an “Authentication Order”). In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably require in connection with such authentication of Notes. Each Authentication 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 Additional Notes with and whether the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted Notes are to issue Additional be issued as Definitive Notes 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 (or be represented by the same Global Note or Global Notes) Notes or such other information as the Notes unless Trustee may reasonably request. With respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, such Authentication Order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes are fungible does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by 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. Company. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee shall have the right to decline to authenticate notices and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersdemands.

Appears in 1 contract

Sources: First Supplemental Indenture (Comstock Resources Inc)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic facsimile or facsimile PDF signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 430,000,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, and (3) under the same CUSIP number and/or ISIN circumstances set forth in Section 2.6(f), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Issuer signed by one Officer (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with 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 Affiliate indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer or lease may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Surgery Partners, Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf for each of the Issuer Issuers by manual, electronic or facsimile manual signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officers whose signature is are on a Note no longer holds that such office at the time the Trustee (or its authenticating agent) Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on 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 issued under this Indenture. (a) Original Notes. The Trustee may authenticate the Note by manual signature. Electronically imaged signatures such as .pdf files, on faxed signatures or other electronic signatures to the Note shall have the same effect as original signatures. A Note shall be dated the date hereofof its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Authenticating Agent shall authenticate and make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, in each case upon a written order of the same CUSIP number and/or ISIN Issuers signed by one Officer (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such 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 agentan Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In case any of the Issuers or any Guarantor, pursuant to deal 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 Issuer or an Affiliate Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Avis Budget Group, Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $1,500,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of $2,000 and any integral multiple of $1,000 in excess thereof, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes, on the date hereof, for original issue an aggregate principal amount of $600,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes 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 (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes 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 one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuernotices and demands. The Trustee shall have is hereby authorized to enter into a letter of representations with the right Depository in the form provided by the Issuer and to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that act in accordance with 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 Holdersletter.

Appears in 1 contract

Sources: Indenture (Intelsat S.A.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Officer shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Agreement. The Trustee shall authenticate (ai) Original Notes, on the date hereof, Initial Notes for original issue an in the aggregate principal amount of not to exceed $600,000,000 200,000,000, (ii) Additional Notes and (biii) Exchange Notes (x) in exchange for a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes in each case upon a written order of the Company in the form of an Officers' Certificate of the Company (an "AUTHENTICATION ORDER"). Each such written 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, from time to time, subject to compliance at the time of issuance of such Exchange Notes or Additional Notes with and whether the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted Notes are to issue Additional be issued as certificated Notes 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 (or be represented by the same Global Note or Global Notes) Notes or such other information as the Notes unless Trustee may reasonably request. In addition, with respect to authentication pursuant to clauses (ii) or (iii) of the Additional Notes are fungible with first sentence of this paragraph, the Notes for U.S. federal income tax purposes. The Issuer will issue Notes first such written order from the Company shall be accompanied by an Opinion of counsel of the Company in denominations of $2,000 and integral multiples of $1,000 in excess thereofa form reasonably satisfactory to the Trustee. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture Agreement to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with Holders or the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing HoldersCompany.

Appears in 1 contract

Sources: Indenture (Transmontaigne Inc)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Two Officers shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (manually or its authenticating agent) manually electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes. On the Issue Date, on the date hereofTrustee shall authenticate and deliver $1,450,000,000 of 6.875% Senior Secured Notes due 2030 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of $600,000,000 the Company signed by two Officers or by an Officer and an Assistant Secretary of the Company (b) each an “Authentication Order”). Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional NotesNotes or such other information as the Trustee shall reasonably request and, from time to time, subject to compliance at in the time case of an issuance of such Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with the provisions of ‎Section 4.06 and ‎Section 4.07Section 4.09. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indentureshall be issued only in registered form, from time to time; provided that, any Additional Notes 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 are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as the Registrar or any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to deal such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Assistant Secretary of the Company, to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 11.03 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the Issuer or an Affiliate terms of the Issuer. The Trustee shall have the right to decline to authenticate this Indenture and deliver any Notes under this ‎‎Section 2.02 if delivered by the Trustee, being advised by counselwill be the legally valid and binding obligations of the Company, determines that enforceable against the Company in accordance with their terms, subject to any conditions and qualifications specified in 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 HoldersOpinion of Counsel.

Appears in 1 contract

Sources: Indenture (TransDigm Group INC)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature. If an 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 the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $600,000,000 2,405,500,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section Section 4.06 and ‎Section Section 4.07. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, from time to time; provided that, that any Additional Notes 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 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 Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Indenture (Carnival PLC)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Officer shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . The Trustee shall authenticate (ai) Original Notes, on the date hereof, Initial Notes for original issue an in the aggregate principal amount of not to exceed $600,000,000 125,000,000, (ii) Additional Notes and (biii) Exchange Notes (x) in exchange for a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes in each case upon a written order of the Company in the form of an Officers' Certificate of the Company (an "Authentication Order"). Each such written 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, from time to time, subject to compliance at the time of issuance of such Exchange Notes or Additional Notes with and whether the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted Notes are to issue Additional be issued as certificated Notes 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 (or be represented by the same Global Note or Global Notes) Notes or such other information as the Notes unless Trustee may reasonably request. In addition, with respect to authentication pursuant to clauses (ii) or (iii) of the Additional Notes are fungible with first sentence of this paragraph, the Notes for U.S. federal income tax purposes. The Issuer will issue Notes first such written order from the Company shall be accompanied by an Opinion of Counsel of the Company in denominations of $2,000 and integral multiples of $1,000 in excess thereofa form reasonably satisfactory to the Trustee. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with Holders or the Issuer or an Affiliate of the IssuerCompany. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 Indenture 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 Holdersliability.

Appears in 1 contract

Sources: Indenture (Wci Communities Inc)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer One Officer of the Issuer shall sign the Notes on behalf of for the Issuer by manual, electronic facsimile or facsimile PDF signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and 1,741,259,000, (b2) Additional Notes, from time to time, subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, (3) any PIK Notes issued in payment of PIK Interest and (4) under the same CUSIP number and/or ISIN 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 (or the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are fungible to be Initial Notes or Additional Notes. On any interest payment date on which the Issuer pays PIK Interest with respect to a Global Note, the Trustee shall increase the principal amount of such Global Note by an amount equal to the interest payable, rounded up to the nearest whole Dollar, for the relevant interest period on the principal amount of such Global Note as of the relevant record date for such interest payment date, to the credit of the Holders on such record date, 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 to any Holder, for U.S. federal income tax purposes. The Issuer will issue Notes in denominations the relevant interest period as of $2,000 and integral multiples of $1,000 in excess thereofthe 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 Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any RegistrarTrustee, co-Registrar, Transfer Paying Agent or Paying Agent to deal with agent for service of notices and demands. In case any of the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Affiliate 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 Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Carvana Co.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer Two Officers shall sign the Notes on behalf of for the Issuer Company by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (manually or its authenticating agent) manually electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes. On the Issue Date, on the date hereofTrustee shall authenticate and deliver $1,000,000,000 of 7.125% Senior Secured Notes due 2031 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of $600,000,000 the Company signed by two Officers or by an Officer and an Assistant Secretary of the Company (b) each an “Authentication Order”). Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional NotesNotes or such other information as the Trustee shall reasonably request and, from time to time, subject to compliance at in the time case of an issuance of such Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with the provisions of ‎Section 4.06 and ‎Section 4.07Section 4.09. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indentureshall be issued only in registered form, from time to time; provided that, any Additional Notes 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 are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as the Registrar or any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to deal such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Assistant Secretary of the Company, to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 11.03 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the Issuer or an Affiliate terms of the Issuer. The Trustee shall have the right to decline to authenticate this Indenture and deliver any Notes under this ‎‎Section 2.02 if delivered by the Trustee, being advised by counselwill be the legally valid and binding obligations of the Company, determines that enforceable against the Company in accordance with their terms, subject to any conditions and qualifications specified in 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 HoldersOpinion of Counsel.

Appears in 1 contract

Sources: Indenture (TransDigm Group INC)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer One Officer shall sign the Notes on behalf of for the Issuer by manual, electronic manual or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a) Original Notes, on the date hereof, Dollar Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 1,015,000,000 and (b) Additional NotesEuro Notes for original issue on the Issue Date in aggregate principal amount of €250,000,000, from time to time, (2) subject to compliance at the time terms 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, from time to time; provided that, any Additional Notes may not have for original issue in an unlimited principal amount, (3) Exchange Notes for issue only in an exchange offer pursuant to the same CUSIP number and/or ISIN Registration Rights Agreement and only in exchange for Initial Notes or Additional Notes of an equal principal amount and (or 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 Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be represented by in the same Global Note form of Definitive Notes or Global Notes) as , the amount of the Notes unless 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, Additional Notes 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 thereofor Exchange Notes. The Trustee may appoint an authenticating agent Authentication Agent reasonably acceptable to the Issuer to authenticate any series of Notes. Any such appointment shall be evidenced by an instrument signed by a trust officer, a copy of which shall be furnished to the NotesIssuer. Unless limited by the terms of such appointment, any such authenticating agent Authentication Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agentthe Authentication Agent. An authenticating agent Authentication Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying agent for service of notices and demands. Citibank N.A., London Branch will act as Authentication Agent with respect to deal with the Euro Notes. 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 Affiliate 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 Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Trisyn Group, Inc.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer At least one Officer shall sign the Notes on behalf of the Issuer by manual, facsimile or electronic or facsimile transmission signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on 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 issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 850,000,000 and (b2) subject to the terms of this Indenture, Additional Notes, from time to time, subject to compliance at in each case upon a written order of the time Issuer signed by an Officer of issuance the Issuer (the “Issuer Order”). Such Issuer Order shall specify the amount 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, from time to time; provided that, any Additional Notes 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 to be authenticated and the Additional date on which the original issue of Notes is to be authenticated and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such 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 agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with In case the 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 Affiliate entirety to 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 the Trustee pursuant to Article IV, any of the Issuer. 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 have the right to decline to 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 under this ‎‎Section 2.02 if at the Trustee, being advised by counsel, determines that time outstanding for Notes authenticated and delivered in 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 Holdersnew name.

Appears in 1 contract

Sources: Indenture (American Axle & Manufacturing Holdings Inc)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes on behalf of the Issuer by manual, electronic or facsimile signature. If an 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 the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $600,000,000 675,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes 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 (or be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes 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 Issuer 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 any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Indenture (Norwegian Cruise Line Holdings Ltd.)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer One Officer of the Issuer shall sign the Notes on behalf of for the Issuer by manual, facsimile or electronic or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory Trust Officer of the Trustee (or its authenticating agent) manually signs the certificate Trustee, acting in all instances of authentication on hereunder upon an Issuer Order (as defined below), authenticates the Note. The Trustee may authenticate the Note by manual, facsimile or electronic signature. Electronically imaged signatures such as .pdf files, faxed signatures or other electronic signatures to the Note and the authentication pages to the Note shall have the same effect as original signatures. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. (a1) Original Notes, on the date hereof, Initial Notes for original issue an on the Issue Date in the aggregate principal amount of $600,000,000 amounts as set forth in Section 2.1(a), and (b2) Additional Notes, from time to time, subject to compliance at the time of issuance of such Section 3.3, Additional Notes with for original issue in an unlimited principal amount, in each case upon a written order of 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, from time to timesigned by one Officer (the “Issuer Order”); provided that, any Additional with respect to the Initial Notes may not have issued on the same CUSIP number and/or ISIN Issue Date described in clause (or 1) above, the Issuer Order shall be represented signed by one Officer of the Issuer, requesting the authentication of the Initial Notes to be executed by the same Global Note Company. Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes) as , the amount of the Notes unless to be authenticated, the Additional date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are fungible with the to be Initial 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 thereofor Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Paying Agent or Paying Agent to deal with agent for service of notices and demands. In case any of the Issuer or the 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 Issuer or the 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 Issuer. The Trustee Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right 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 decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this ‎‎Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee 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 good faith shall determine that such action would expose the Trustee to personal liability to existing Holdersnew name.

Appears in 1 contract

Sources: Indenture (Macy's, Inc.)

Execution and Authentication. An authorized member of Two directors, or a director and the Issuer’s Board of Directors or an executive officer of the Issuer Secretary, shall sign the Senior Notes on behalf of for the Issuer by manual, electronic manual or facsimile signature. Two directors, or a director and the Secretary, shall sign the notation of Guarantee, to be endorsed on the Senior Notes by Bermuda Holdings, for Bermuda Holdings by manual or facsimile signature. The signatures required hereby may in each case be the manual signature of any person duly delegated by a director or the Secretary, as the case may be. If an authorized member of the Issuer’s Board of Directors officer (including a director, Secretary or an executive officer Assistant Secretary) whose signature is on a Senior Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Senior Note, the Senior Note shall be valid nevertheless. A Senior Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Senior Note. The signature shall be conclusive evidence that the Senior Note has been authenticated under this Indenture. . The Trustee shall authenticate and deliver the (a) Original Notes, on the date hereof, Global Notes for original issue in an aggregate principal amount at maturity not in excess of $600,000,000 100,000,000, and (b) Additional Exchange Notes for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, for a like principal amount of Global Notes exchanged pursuant thereto, in each case upon a written order signed by a director or Secretary of the Issuer and a director or Assistant Secretary of Bermuda Holdings. Such order shall specify the principal amount of the Global Notes to be authenticated and the date on which the original issue of the Global Notes are to be authenticated and shall further provide instructions concerning delivery of the Global Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional aggregate principal amount of Senior Notes as part of a further issue under this Indenture, from outstanding at any time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same exceed that amount, except as provided in Section 2.07 hereof. Each Global Note or shall be dated the date of its authentication, shall bear interest from the applicable date and shall be payable on the dates specified on the face of the form of Global Notes) Notes set forth as Exhibit A and Exhibit B hereto. Each Definitive Senior Note shall be dated the Notes unless date of its authentication, shall bear interest from the Additional Notes are fungible with applicable date and shall be payable on the Notes for U.S. federal income tax purposes. The Issuer will issue Notes dates specified on the face of the form of Definitive Senior Note set forth in denominations of $2,000 and integral multiples of $1,000 in excess thereofExhibit C hereto. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and Bermuda Holdings to authenticate the Senior Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Senior Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent Senior Note Registrar or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing HoldersAgent.

Appears in 1 contract

Sources: Indenture (Terra Nova Bermuda Holding LTD)

Execution and Authentication. An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer The Notes shall sign the Notes be executed on behalf of the each Issuer by manualtwo Officers of such Issuer or an Officer and an Assistant Secretary of such Issuer. Such signature may be either manual or facsimile. The Issuers' seals shall be impressed, electronic affixed, imprinted or reproduced on the Notes and may be in facsimile signatureform. If an authorized member of the Issuer’s Board of Directors or an executive officer Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (a) Original Notes, on the date hereof, . The Trustee or an authenticating agent shall authenticate Notes for original issue an in the aggregate principal amount of $600,000,000 and (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07100,000,000 upon an Issuer Request. The Issuer is permitted to issue Additional aggregate principal amount of Notes as part of a further issue under this Indenture, from outstanding at any time to time; provided that, any Additional Notes may not exceed such amount except as provided in Section 2.07 hereof. Upon receipt of the Issuer Request and an Officers' Certificate certifying that the registration statement relating to the exchange offer specified in the Registration Rights Agreement is effective under the Securities Act and that the conditions precedent to an exchange thereunder have been met; the same CUSIP number and/or ISIN Trustee shall authenticate an additional series of Notes in an aggregate principal amount not to exceed $100,000,000 for issuance in exchange for all Notes tendered for exchange pursuant to an exchange offer registered under the Securities Act or pursuant to a Private Exchange (as defined in the Registration Rights Agreement). Exchange Notes (as defined in the Registration Rights Agreement) or be represented by Private Exchange Notes (as defined in the same Global Note or Global NotesRegistration Rights Agreement) may have such distinctive series designation as and such changes in the Notes unless form thereof as are specified in the Additional Notes are fungible with Issuer Request referred to in the Notes for U.S. federal income tax purposespreceding sentence. The Issuer will issue Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 and integral multiples of $1,000 in excess thereof. The Trustee (at the expense of the Issuers) may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights right as any Registrar, co-Registrar, Transfer Agent or Paying an Agent to deal with the Issuer Issuers or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing HoldersAffiliate.

Appears in 1 contract

Sources: Indenture (Petersen Holdings LLC)