Common use of Designation Amount and Issue of Notes Clause in Contracts

Designation Amount and Issue of Notes. The Notes shall be designated as "6.52% Convertible Senior Subordinated Notes due 2009." Notes not to exceed the aggregate principal amount of $165,000,000 upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon the written order of the Company, signed by the Company's (a) President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder, provided, however, that said Notes may not be executed, delivered or authenticated unless and until the Trustee shall have received an Officers' Certificate and opinion of counsel.

Appears in 1 contract

Samples: Indenture (Alkermes Inc)

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Designation Amount and Issue of Notes. The Notes shall be designated as "6.525-1/4 % Convertible Senior Subordinated Notes due 20092006." Notes not to exceed the aggregate principal amount of $165,000,000 300,000,000 (or $400,000,000 if the option set forth in Section 2(b) of the Purchase Agreement is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon the written order of the Company, signed by the Company's (a) President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder, provided, however, that said Notes may not be executed, delivered or authenticated unless and until the Trustee shall have received an Officers' Certificate and opinion of counsel.

Appears in 1 contract

Samples: Cephalon Inc

Designation Amount and Issue of Notes. The Notes shall be designated as "6.525 3/4% Convertible Senior Subordinated Notes due 20092005." Notes not to exceed the aggregate principal amount of $165,000,000 150,000,000 (or $172,500,000 if the over-allotment option set forth in Section 2(c) of the Underwriting Agreement dated March 9, 2000, as amended from time to time by the parties thereto), by and among the Company and the Underwriters is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon the written order of the Company, signed by the Company's (a) President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder, provided, however, that said Notes may not be executed, delivered or authenticated unless and until hereunder other than the provision to the Trustee shall have received of an Officers' Officer's Certificate and opinion Opinion of counselCounsel.

Appears in 1 contract

Samples: Indenture (Ibasis Inc)

Designation Amount and Issue of Notes. The Notes shall be designated as "6.52“7.375% Convertible Senior Subordinated Second Lien Notes due 20092012." Notes not to exceed the aggregate principal amount of One Hundred Twenty-Five Million United States Dollars ($165,000,000 125,000,000) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 3.3 and 16.215.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon the written order of the CompanyCompany (the “Authentication Order”), signed by the Company's ’s (a) President, Chief Executive Officer, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "title, a “Vice President") and (b) Chief Financial Officer, Treasurer or Assistant Treasurer or its Secretary or any Assistant SecretarySecretary and delivered to the Trustee, without any further action by the Company hereunder, provided, however, that said Notes may not be executed, delivered or authenticated unless and until the Trustee shall have received an Officers' Certificate and opinion of counsel.

Appears in 1 contract

Samples: Indenture (RCN Corp /De/)

Designation Amount and Issue of Notes. The Notes shall be designated as "6.524% Convertible Senior Subordinated Notes due 2009." Due 2026". Notes not to exceed the aggregate principal amount of $165,000,000 200,000,000 (not to exceed the aggregate principal amount of $250,000,000 if the Initial Purchaser exercises the option granted to it pursuant to the Purchase Agreement) (except to the extent provided otherwise hereunder) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman of the Company's (a) PresidentBoard, Chief Executive or Senior Vice Officer, President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) ), the Treasurer or any Assistant Treasurer or its the Secretary or any Assistant Secretary, without any further action by the Company hereunder, provided, however, that said Notes may not be executed, delivered or authenticated unless and until the Trustee shall have received an Officers' Certificate and opinion of counsel.

Appears in 1 contract

Samples: Conexant Systems Inc

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Designation Amount and Issue of Notes. The Notes shall be designated as "6.522 1/2% Convertible Senior Subordinated Notes due 20092023." Notes not to exceed the aggregate principal amount of $165,000,000 100,000,000 (or $125,000,000 if the option to purchase additional Notes granted to the Initial Purchaser (as defined herein) pursuant to the Purchase Agreement (as defined herein) is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon the written order of the Company, signed by the Company's (a) President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder, provided, however, that said Notes may not be executed, delivered or authenticated unless and until the Trustee shall have received an Officers' Certificate and opinion of counsel.

Appears in 1 contract

Samples: Indenture (Alkermes Inc)

Designation Amount and Issue of Notes. The Notes shall be designated as "6.523-3/4% Convertible Senior Subordinated Notes due 20092007." Notes not to exceed the aggregate principal amount of $165,000,000 200,000,000 (or $250,000,000 if the option set forth in Section 2(b) of the Purchase Agreement is exercised in full) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon the written order of the Company, signed by the Company's (a) President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and (b) Treasurer or Assistant Treasurer or its Secretary or any Assistant Secretary, without any further action by the Company hereunder, provided, however, that said Notes may not be executed, delivered or authenticated unless and until the Trustee shall have received an Officers' Certificate and opinion of counsel.

Appears in 1 contract

Samples: Indenture (Alkermes Inc)

Designation Amount and Issue of Notes. The Notes shall be designated as "6.527.375% Convertible Senior Subordinated Second Lien Notes due 20092012." Notes not to exceed the aggregate principal amount of One Hundred Twenty-Five Million United States Dollars ($165,000,000 125,000,000) upon the execution of this Indenture, or (except pursuant to Sections 2.5, 2.6, 3.3, 15.2 3.3 and 16.215.2) from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon the written order of the CompanyCompany (the "Authentication Order"), signed by the Company's (a) President, Chief Executive Officer, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title title, a "Vice President") and (b) Chief Financial Officer, Treasurer or Assistant Treasurer or its Secretary or any Assistant SecretarySecretary and delivered to the Trustee, without any further action by the Company hereunder, provided, however, that said Notes may not be executed, delivered or authenticated unless and until the Trustee shall have received an Officers' Certificate and opinion of counsel.

Appears in 1 contract

Samples: Indenture (RCN Corp /De/)

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