Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes of any series which may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to the provisions of this Section, set forth in, or determined in the manner provided in, an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Notes of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1) and (9) below), if so provided, may be determined from time to time by the Company with respect to unissued Notes of the series and set forth in such Notes of the series when issued from time to time): (1) the title of the Notes of the series (which shall distinguish the Notes of the series from all other series of Notes); (2) the dates on which the principal of the Notes of the series is payable; (1) the rate at which the Notes of the series shall bear interest, the date from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on any Notes on any Interest Payment Date and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months; (2) the place or places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest, if any, on Notes of the series shall be payable, where any Notes of the series may be surrendered for registration of transfer, where Notes of the series may be surrendered for exchange, where Notes of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 12.02, the place or places where notices or demands to or upon the Company in respect of the Notes of the series and this Indenture may be served; (3) the period or periods within which, the price or prices at which and other terms and conditions upon which Notes of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option; (4) the obligation, if any, of the Company to redeem, repay or purchase Notes of the series at the option of a Holder thereof, and the period or periods within which, the price or prices at which, and other terms and conditions upon which Notes of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation; (5) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent; (6) provisions, if any, granting special rights to the Holders of Notes of the series upon the occurrence of such events as may be specified; (7) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to Notes of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein; and (8) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture). All Notes of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to this Section) and set forth in such Officers' Certificate or in any such indenture supplemental hereto. Not all Notes of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Notes of such series. If any of the terms of the series are established by action taken pursuant to one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. The Notes shall be executed by one Officer of the Company. The signature of this Officer on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or 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. Each Note shall be dated the date of its authentication. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers' Certificate of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes at any time following the Closing Date, shall certify that such issuance is in compliance with Article Four. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 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. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 in principal amount and any integral multiple thereof.
Appears in 1 contract
Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes of any series which may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to the provisions of this Section, set forth in, or determined in the manner provided in, an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Notes of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1) and (9) below), if so provided, may be determined from time to time by the Company with respect to unissued Notes of the series and set forth in such Notes of the series when issued from time to time):
(1) the title of the Notes of the series (which shall distinguish the Notes of the series from all other series of Notes);
(2) the dates on which the principal of the Notes of the series is payable;
(13) the rate at which the Notes of the series shall bear interest, the date from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on any Notes on any Interest Payment Date and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months;
(24) the place or places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest, if any, on Notes of the series shall be payable, where any Notes of the series may be surrendered for registration of transfer, where Notes of the series may be surrendered for exchange, where Notes of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 12.02SECTION 10.02, the place or places where notices or demands to or upon the Company in respect of the Notes of the series and this Indenture may be served;
(35) the period or periods within which, the price or prices at which and other terms and conditions upon which Notes of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;
(46) the obligation, if any, of the Company to redeem, repay or purchase Notes of the series at the option of a Holder thereof, and the period or periods within which, the price or prices at which, and other terms and conditions upon which Notes of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;
(57) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;
(6) 8) provisions, if any, granting special rights to the Holders of Notes of the series upon the occurrence of such events as may be specified;
(79) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to Notes of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein; and
(8) 10) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture). All Notes of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to this Section) and set forth in such Officers' Certificate or in any such indenture supplemental hereto. Not all Notes of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Notes of such series. If any of the terms of the series are established by action taken pursuant to one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or 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. Each Note shall be dated the date of its authentication. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided PROVIDED that the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes at any time following the Closing Date, shall certify that such issuance is in compliance with Article Four. Such Opinion of Counsel shall be to the effect that:
1. that the form of such Notes has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in conformity with the provisions of this Indenture;
2. that the terms of such Notes have been established in accordance with the provisions of this Indenture;
3. that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; and
4. that the execution and delivery by the Company of such Notes will not contravene any provisions of applicable federal or New York law. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 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. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 in principal amount and any integral multiple thereof.
Appears in 1 contract
Sources: Indenture (Stone Container Corp)
Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes of any series which may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to the provisions of this Section, set forth in, or determined in the manner provided in, an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Notes of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1) and (9) below), if so provided, may be determined from time to time by the Company with respect to unissued Notes of the series and set forth in such Notes of the series when issued from time to time):
(1) the title of the Notes of the series (which shall distinguish the Notes of the series from all other series of Notes);
(2) the dates on which the principal of the Notes of the series is payable;
(13) the rate at which the Notes of the series shall bear interest, the date from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on any Notes on any Interest Payment Date and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months;
(24) the place or places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest, if any, on Notes of the series shall be payable, where any Notes of the series may be surrendered for registration of transfer, where Notes of the series may be surrendered for exchange, where Notes of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 12.0211.02, the place or places where notices or demands to or upon the Company in respect of the Notes of the series and this Indenture may be served;
(35) the period or periods within which, the price or prices at which and other terms and conditions upon which Notes of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;
(46) the obligation, if any, of the Company to redeem, repay or purchase Notes of the series at the option of a Holder thereof, and the period or periods within which, the price or prices at which, and other terms and conditions upon which Notes of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;
(57) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;
(6) 8) provisions, if any, granting special rights to the Holders of Notes of the series upon the occurrence of such events as may be specified;
(79) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to Notes of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein; and
(8) 10) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture). All Notes of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to this Section) and set forth in such Officers' Certificate or in any such indenture supplemental hereto. Not all Notes of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Notes of such series. If any of the terms of the series are established by action taken pursuant to one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or 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. Each Note shall be dated the date of its authentication. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes at any time following the Closing Date, shall certify that such issuance is in compliance with Article Four. Such Opinion of Counsel shall be to the effect that:
1. that the form of such Notes has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in conformity with the provisions of this Indenture;
2. that the terms of such Notes have been established in accordance with the provisions of this Indenture;
3. that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; and
4. that the execution and delivery by the Company of such Notes will not contravene any provisions of applicable federal or New York law. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 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. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 in principal amount and any integral multiple thereof.
Appears in 1 contract
Sources: Indenture (Jsce Inc)