Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 and (ii) after the Combination Date, if issued, Additional Notes in an unlimited principal amount, upon a written order of the Issuer in the form of an Officers’ Certificate of the Issuer. The Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issued. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 2 contracts
Sources: Indenture (TRI Pointe Homes, Inc.), Indenture (TRI Pointe Homes, Inc.)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 200,000,000 and (ii) after the Combination Date, if issued, Additional Notes in an unlimited principal amount, upon a written order of the Issuer in the form of an Officers’ Certificate of the Issuer. The Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 2 contracts
Sources: Indenture (Meritage Homes CORP), Indenture (Meritage Homes CORP)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 300,000,000 and (ii) after the Combination Date, if issued, Additional Notes in an unlimited principal amount, upon a written order of the Issuer in the form of an Officers’ Certificate of the Issuer. The Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 2 contracts
Sources: Indenture (Meritage Homes CORP), Indenture (Meritage Homes CORP)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 500,000,000 and (ii) after the Combination Date, if issued, Additional Notes in an unlimited principal amount, upon a written order of the Issuer in the form of an Officers’ Certificate of the IssuerIssuer Request. The Officers’ Certificate Issuer Request shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticated, and the names and delivery instructions for each Holder of the Notes. Furthermore, Notes may be authenticated or delivered upon registration or transfer, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.11, 3.02 or 8.05 or in connection with a Change of Control Offer pursuant to Section 4.06. Upon receipt of a written order of the Issuer in the form of an Officers’ CertificateIssuer Request, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof Issue Date and will vote on all matters as one class with the Notes being issued on the date hereofIssue Date, including, without limitation, waivers, amendments, redemptions and Offers offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposespurchase. For the purposes of this Indenture, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange thereunder have been meteffective, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private ExchangeAct. Exchange Securities may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence. The principal of, premium, if any, interest, and Additional Interest, if any, on the Notes shall be payable at the office or agency of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York, State of New York, or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.04; provided, however, that, at the option of the Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the registry maintained by the Registrar or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depository.
Appears in 1 contract
Sources: Indenture (Limited Brands Inc)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 175,000,000 and (ii) after the Combination Date, if issued, Additional Notes in an unlimited principal amount, upon a written order of the Issuer in the form of an Officers’ Certificate of the Issuer. The Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (Meritage Homes CORP)
Amount of Notes. The Trustee shall authenticate (i) Original Notes for original issue on the Issue Date in the aggregate principal amount not to exceed of $450,000,000 and (ii) after the Combination Date, if issued, Additional Notes in an unlimited principal amount, 200,000,000 upon receipt of a written order of the Issuer in the form of an Officers’ ' Certificate of the Issuer. The In addition, the Trustee or an authenticating agent shall, upon receipt of a written order of the Issuer in the form of an Officer's Certificate of the Issuer, authenticate Additional Notes in accordance with Section 2.19; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Issuer in connection with the authentication of such Additional Notes. Such written order shall specify the amount of Notes to be authenticated and the date on which the such Notes are to be authenticatedauthenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.19, such Officer's Certificate of the Issuer shall certify that such issuance shall not be prohibited by Section 4.06. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issued. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Company Request and an Officers’ ' Certificate of the Issuer certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or under the Securities Act and that the conditions precedent to a Private Exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes in an aggregate principal amount not to exceed $200,000,000 for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Company Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (Ipsco Inc)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 300,000,000 and (ii) after the Combination Date, if issued, Additional Notes in an unlimited principal amount, subject to Section 4.06 and upon a written order of the Issuer in the form of an Officers’ Certificate of the IssuerCertificate, Additional Notes in an unlimited principal amount. The Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private ExchangeAct. Exchange New Securities may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (M I Homes Inc)
Amount of Notes. The Trustee shall authenticate (i) Original Notes for original issue on the Issue Date in the aggregate principal amount not to exceed of $450,000,000 and (ii) after the Combination Date, if issued, Additional Notes in an unlimited principal amount, 200,000,000 upon receipt of a written order of the Issuer in the form of an Officers’ Certificate of the Issuer. The In addition, the Trustee or an authenticating agent shall, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate of the Issuer, authenticate Additional Notes in accordance with Section 2.19; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Issuer in connection with the authentication of such Additional Notes. Such written order shall specify the amount of Notes to be authenticated and the date on which the such Notes are to be authenticatedauthenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.19, such Officer’s Certificate of the Issuer shall certify that such issuance shall not be prohibited by Section 4.06. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issued. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Company Request and an Officers’ Certificate of the Issuer certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or under the Securities Act and that the conditions precedent to a Private Exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes in an aggregate principal amount not to exceed $200,000,000 for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Company Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (Ipsco Inc)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 300,000,000 and (ii) after the Combination Date, if issued, Additional Notes in an unlimited principal amount, upon a written order of the Issuer in the form of an Officers’ Certificate of the IssuerCertificate, Additional Notes in an unlimited principal amount. The Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such any Additional Notes will not be issued with a separate CUSIP number unless (i) the same CUSIP or ISIN, as applicable, as Additional Notes are issued pursuant to a “qualified reopening” of the existing Notes unless such for U.S. federal income tax purposes, or (ii) the Additional Notes are fungible with the existing Notes issued without original issue discount for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private ExchangeAct. Exchange New Securities may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (M/I Homes, Inc.)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 150,000,000 and (ii) after the Combination Date, if issuedsubject to Section 4.06, Additional Notes in an unlimited principal amount, upon a written order of the Issuer in the form of an Officers’ Certificate of the Issuer. The Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (M I Homes Inc)
Amount of Notes. The Trustee shall authenticate (i) a series of Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 and (ii) after of U.S.$200,000,000 upon a written order of the Combination DateIssuer substantially in the form set forth in Exhibit H hereto. In addition, if issued, Additional Notes in the Trustee or an unlimited principal amountauthenticating agent shall, upon receipt of a written order of the Issuer in the form of an Officers’ Officer’s Certificate of the Issuer. The , authenticate Additional Notes in accordance with Section 2.19; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Issuer in connection with the authentication of such Additional Notes. Such written order shall specify the amount of Notes to be authenticated and the date on which the such Notes are to be authenticated. Upon receipt authenticated and, in the case of a written order an issuance of Additional Notes pursuant to Section 2.19, such Officer’s Certificate of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issued. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided certify that such Additional Notes issuance will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if anyprohibited by Section 4.06. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or and that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes in an aggregate principal amount not to exceed U.S.$200,000,000 for issuance in exchange for substitution for, and evidencing the same continuing indebtedness as, the Initial Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act not bearing the Private Placement Legend or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (Canwest Media Inc)
Amount of Notes. The Trustee shall authenticate (i) a series of Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 and (ii) after of U.S.$200,000,000 upon a written order of the Combination DateIssuer substantially in the form set forth in Exhibit H hereto. In addition, if issued, Additional Notes in the Trustee or an unlimited principal amountauthenticating agent shall, upon receipt of a written order of the Issuer in the form of an Officers’ Officer's Certificate of the Issuer, authenticate Additional Notes in accordance with Section 2.19; provided that the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Issuer in connection with the authentication of such Additional Notes. The Officers’ Certificate Such written order shall specify the amount of Notes to be authenticated and the date on which the such Notes are to be authenticated. Upon receipt authenticated and, in the case of a written order an issuance of Additional Notes pursuant to Section 2.19, such Officer's Certificate of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issued. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided certify that such Additional Notes issuance will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if anyprohibited by Section 4.06. Upon receipt of an Issuer Request and an Officers’ ' Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or and that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes in an aggregate principal amount not to exceed U.S.$200,000,000 for issuance in exchange for substitution for, and evidencing the same continuing indebtedness as, the Initial Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act not bearing the Private Placement Legend or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (Canwest Media Inc)
Amount of Notes. The Trustee shall initially authenticate (i) and deliver the Notes for original issue on the Issue Date in the an aggregate principal amount not to exceed of $450,000,000 and (ii) after 400,000,000 of the Combination Date, if issued, Additional Notes in an unlimited principal amount, upon a written order of the Issuer Company in the form of an Officers’ Certificate a Company Order. In addition, at any time and from time to time, the Trustee shall upon a written order of the IssuerCompany in the form of a Company Order authenticate and deliver any (i) additional Notes (“Additional Notes”) in unlimited aggregate principal amount (so long as permitted by the terms of this Indenture, including, without limitation, Section 4.09 hereof) or (ii) Exchange Notes or private exchange notes for issue only in an Exchange Offer or a private exchange, respectively, pursuant to a Registration Rights Agreement, for like principal amount of Notes. The Officers’ Certificate Each such written order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticated. Upon receipt of a written order of the Issuer authenticated and, in the form case of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change issuance of the Issuer and cancel any such Notes originally issued. Any Additional Notes pursuant to Section 2.02 hereof, shall certify that such issuance is in compliance with Section 4.09 hereof. All the Notes issued under this Indenture shall be part of the same issue as the Notes being issued on the date hereof consolidated with and will vote on all matters as one form a single class with the Notes being issued on and shall have the date hereof, including, without limitation, same terms as to status waivers, amendments, offers to purchase, redemptions and Offers or otherwise as the Notes. Notwithstanding anything else in this Indenture to Purchase; provided that such the contrary, at the Company’s option, Additional Notes will not may be issued with the same CUSIP number as the Initial Notes or ISIN, as applicablethe Exchange Notes, as the existing Notes unless such Additional Notes are fungible with case may be, and without the existing Notes for U.S. federal income tax purposes. For Private Placement Legend, provided that the purposes Company has furnished an Opinion of this Indenture, references Counsel to the Notes include Additional Notes, if any. Upon receipt Trustee confirming that such issuance would not conflict with federal and state securities laws and the rules and regulations of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentenceCommission.
Appears in 1 contract
Sources: Indenture (Fti Consulting Inc)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 203,000,000 and (ii) after the Combination Date, if issuedsubject to Section 4.06, Additional Notes in an unlimited principal amount, upon a written order of the Issuer in the form of an Officers’ Certificate of the Issuer. The Officers’ Certificate shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticated, and the names and delivery instructions for each Holder of the Notes. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private ExchangeAct. Exchange Securities may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 65,000,000, and (ii) after pursuant to Section 2.15 hereof and paragraph 1 of the Combination Date, if issuedNotes, Additional Notes issued as a PIK Payment in an unlimited principal amountlieu of a cash interest payment on the Notes, upon a written order of the each Issuer in the form of an Officers’ Certificate of the each Issuer. The Officers’ Certificate shall specify the number of separate Notes and the principal amount of Notes or Additional Notes to be authenticated and the date on which the Notes or Additional Notes are to be authenticatedauthenticated and persons in whose names the Notes or Additional Notes are to be registered, and shall direct delivery of the Notes or Additional Notes to such persons or representatives thereof. Upon receipt of a written order of the Issuer Issuers in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer Issuers. Pursuant to Section 2.15 hereof and cancel any such paragraph 1 of the Notes, under the conditions set forth therein, the Issuers are entitled to, without the consent of the Holders and without regard to Section 4.06 hereof, make a PIK Payment by increasing the outstanding principal amount of the Notes originally issuedor issuing Additional Notes under this Indenture on the same terms and conditions as the Notes issued on the Issue Date in lieu of a payment of cash interest. Any such Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request , and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified any increase in the Registration Rights Agreement or any registration rights agreement relating principal amount of the outstanding Notes in lieu of the issuance of Additional Notes, and references to the Additional Notes is effective or that the conditions precedent to a Private Exchange thereunder have been met, the Trustee shall authenticate an additional series “principal amount” of Notes for issuance in exchange for the Notes tendered for exchange pursuant to shall include any such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities may have such distinctive series designations and such changes increase in the form thereof as are specified in principal amount of the Issuer Request referred to in outstanding Notes from the preceding sentencedate of such increase.
Appears in 1 contract
Sources: Indenture (Ashton Woods USA L.L.C.)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date (the “Initial Notes”) in the aggregate principal amount not to exceed $450,000,000 and 356,997,400 (which Notes, for the avoidance of doubt, include the Backstop Notes), (ii) after Additional Notes in an aggregate principal amount equal to three percent (3.0%) of the Combination Dateaggregate principal amount of the Notes outstanding as of December 31, if issued2021 as and to the extent required by Section 4.26 and (iii) subject to Sections 4.06 and 4.10, Additional Notes in an unlimited principal amount, upon a written order of the Issuer Issuers in the form of an Officers’ Certificate of the IssuerIssuers or a supplemental indenture. The Officers’ Certificate shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticated, and the names and delivery instructions for each Holder. Upon receipt of a written order of the Issuer Issuers in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuers. Any Additional Notes (including any Notes issued pursuant to Section 4.26) shall rank equal in right of payment with the Initial Notes and may be issued without notice to, or consent of, the Holders, and such Additional Notes (including any Notes issued pursuant to Section 4.26) shall have the have identical terms and conditions as the Initial Notes, other than with respect to the issue date, issue price and first Interest Payment Date thereto. Additional Notes (including any Notes issued pursuant to Section 4.26) shall be treated as part of the same issue class as the Initial Notes being issued on the date hereof and will vote on under this Indenture for all matters as one class with the Notes being issued on the date hereofpurposes, including, without limitation, including waivers, amendments, redemptions and Offers offers to Purchasepurchase; provided that such Additional Notes will (including any Notes issued pursuant to Section 4.26) shall not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. Any Additional Notes (including any Notes issued pursuant to Section 4.26) shall be part of the same issue as the Initial Notes and will vote on all matters as one class with the Initial Notes, including, without limitation, waivers, amendments, redemptions and offers to purchase. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any (including any Notes issued pursuant to Section 4.26, if any). Upon receipt With respect to any Additional Notes, the Issuers shall set forth in (1) a resolution of an Issuer Request their Board of Directors and (2) an Officers’ Certificate certifying or (ii) one or more indentures supplemental hereto, the following information:
(A) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;
(B) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; and
(C) whether such Additional Notes shall be Restricted Notes. Each Global Note or Definitive Note, as applicable shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, cancellations, conversions, transfers, exchanges, issuances of Additional Notes (to the extent such issuances are fungible with the Notes represented by such Global Note for U.S. federal income tax purposes) and increases in connection with Section 4.26 of this Indenture, permitted hereby. Any endorsement of a registration statement relating Global Note to an exchange offer specified reflect the amount of any increase or decrease in the Registration Rights Agreement or any registration rights agreement relating to the Additional amount of outstanding Notes is effective or that the conditions precedent to a Private Exchange thereunder have been met, represented thereby shall be made by the Trustee shall authenticate an additional series of Notes for issuance in exchange for such manner and upon instructions given by the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities may have such distinctive series designations and such changes Company in the form thereof as are specified in the Issuer Request referred to in the preceding sentenceaccordance with this Indenture.
Appears in 1 contract
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 250,000,000 and (ii) after the Combination Date, if issued, Additional Notes in an unlimited principal amount, subject to Section 4.06 and upon a written order of the Issuer in the form of an Officers’ Certificate of the IssuerCertificate, Additional Notes in an unlimited principal amount. The Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private ExchangeAct. Exchange New Securities may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (M I Homes Inc)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 350,000,000 and (ii) after the Combination Date, if issuedsubject to Section 4.06, Additional Notes in an unlimited principal amount, upon a written order of the Issuer in the form of an Officers’ Certificate of the Issuer. The Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (Meritage Homes CORP)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 130,000,000 and (ii) after the Combination Date, if issuedsubject to Section 4.06, Additional Notes in an unlimited principal amount, upon a written order of the Issuer in the form of an Officers’ Certificate of the Issuer. The Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (Meritage Corp)
Amount of Notes. The Trustee shall authenticate (i) Original Notes for original issue on the Issue Date in the aggregate principal amount not to exceed of $450,000,000 and (ii) after the Combination Date, if issued, Additional Notes in an unlimited principal amount, 760.0 million upon receipt of a written order of the Issuer in the form of an Officers’ Certificate of the Issuer. The In addition, the Trustee or an authenticating agent shall, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate of the Issuer, authenticate Additional Notes in accordance with Section 2.19; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Issuer in connection with the authentication of such Additional Notes. Such written order shall specify the amount of Notes to be authenticated and the date on which the such Notes are to be authenticatedauthenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.19, such Officer’s Certificate of the Issuer shall certify that such issuance shall not be prohibited by Section 4.06. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issued. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Company Request and an Officers’ Certificate of the Issuer certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or under the Securities Act and that the conditions precedent to a Private Exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes in an aggregate principal amount not to exceed $760.0 million for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Company Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (Massey Energy Co)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 150,000,000 and (ii) after the Combination Date, if issuedsubject to SECTION 4.06, Additional Notes in an unlimited principal amountNotes, upon a written order of the Issuer in the form of an Officers’ ' Certificate of the Issuer. The Officers’ ' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time is limited as provided in SECTION 2.08 and SECTION 4.06. Upon receipt of a written order of the Issuer in the form of an Officers’ ' Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, except for SECTION 4.06, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ ' Certificate certifying that a registration statement relating to an exchange offer or shelf registration specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange thereunder have been meteffective, the Trustee shall authenticate an additional series of Notes in an aggregate principal amount not to exceed the limitations provided in SECTION 2.08 and SECTION 4.06 for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer or shelf registration registered under the Securities Act or pursuant to a Private ExchangeAct. Exchange Securities Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (Res Care Inc /Ky/)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 125,000,000 and (ii) after the Combination Date, if issuedsubject to Section 4.06, Additional Notes in an unlimited principal amountNotes, upon a written order of the each Issuer in the form of an Officers’ ' Certificate of the each Issuer. The Officers’ ' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticatedauthenticated and persons in whose names the Notes are to be registered, and shall direct delivery of the Notes to such persons or representatives thereof. Upon receipt of a written order of the Issuer Issuers in the form of an Officers’ ' Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuers. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ ' Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 400,000,000 and (ii) after the Combination Date, if issued, Additional Notes in an unlimited principal amount, subject to Section 4.06 and upon a written order of the Issuer in the form of an Officers’ Certificate of the IssuerCertificate, Additional Notes in an unlimited principal amount. The Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such any Additional Notes will not be issued with a separate CUSIP number unless (i) the same CUSIP or ISIN, as applicable, as Additional Notes are issued pursuant to a “qualified reopening” of the existing Notes unless such for U.S. federal income tax purposes, or (ii) the Additional Notes are fungible with the existing Notes issued without original issue discount for U.S. federal income tax purposes. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private ExchangeAct. Exchange New Securities may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (M/I Homes, Inc.)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount of $105,000,000 and (ii) Notes for original issue subsequent to the Issue Date in an aggregate principal amount not to exceed $450,000,000 and 45,000,000 in one or more series (ii) after the Combination Date"Subsequent Series Notes"), if issued, Additional Notes in an unlimited principal amount, each case upon a written order of the Issuer Company in the form of an Officers’ ' Certificate of the IssuerCompany; provided, however, that no Subsequent Series Notes may be authenticated and delivered in an aggregate principal amount of less than $20,000,000; and provided, further, that the Company must, in issuing any Subsequent Series Notes, comply with Section 4.06. The Officers’ Certificate Each such written order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the title of the Notes of the series (which shall distinguish the Notes of the series from Notes of any other series). All Notes issued on the Issue Date and Subsequent Series Notes shall be identical in all respects other than issue dates and the date from which interest accrues and except as provided in this Section 2.01 and except that any Subsequent Series Notes may contain any notations, legends or endorsements permitted under Section 2.02, and that Subsequent Series Notes may be issued in the form of Exchange Notes. The aggregate principal amount of Notes outstanding at any time may not exceed $150,000,000, except as provided in Section 2.08. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issued. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Company Request and an Officers’ ' Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any or, with respect to Notes issued under the Indenture subsequent to the Issue Date, a registration rights agreement relating substantially identical to the Additional Notes Registration Rights Agreement, is effective or and that the conditions precedent to a Private Exchange private ex- 36 -28- change thereunder have been met, the Trustee shall authenticate an additional series of Notes in an aggregate principal amount not to exceed $150.0 million for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Company Request referred to in the preceding sentence. In the event that the Company shall issue and the Trustee shall authenticate any Notes issued under this Indenture subsequent to the Issue Date pursuant to the first paragraph of this Section 2.01, the Company shall use its best efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of Notes issued under this Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.
Appears in 1 contract
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 150,000,000 and (ii) after the Combination Date, if issuedsubject to Section 4.06, Additional Notes in an unlimited aggregate principal amount, upon a written order of the Issuer in the form of an Officers’ Certificate of the Issuer. The Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (William Lyon Homes)
Amount of Notes. The Trustee shall authenticate (i) a series of Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 and (ii) after of U.S.$761,054,211 upon a written order of the Combination DateIssuer substantially in the form set forth in Exhibit G hereto. In addition, if issued, Additional Notes in the Trustee or an unlimited principal amountauthenticating agent shall, upon receipt of a written order of the Issuer in the form of an Officers’ Officer’s Certificate of the Issuer. The , authenticate Additional Notes in accordance with Section 2.19; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Issuer in connection with the authentication of such Additional Notes. Such written order shall specify the amount of Notes to be authenticated and the date on which the such Notes are to be authenticated. Upon receipt authenticated and, in the case of a written order an issuance of Additional Notes pursuant to Section 2.19, such Officer’s Certificate of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issued. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided certify that such Additional Notes issuance will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if anyprohibited by Section 4.06. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or and that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes in an aggregate principal amount not to exceed U.S.$761,054,211 for issuance in exchange for substitution for, and evidencing the same continuing indebtedness as, the Initial Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act not bearing the Private Placement Legend or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (Canwest Media Inc)
Amount of Notes. The Subject to Section 3.02, the Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not of $438,305,345 (the “Original Notes”). The Issuer shall be entitled, subject to exceed $450,000,000 its compliance with the covenants set forth in this Indenture, including Sections 9.07 and (ii) after 9.08, to issue Additional Notes under this Indenture which shall have identical terms as the Combination DateOriginal Notes, other than with respect to the date of issuance, issue price and, if issuedapplicable, the payment of interest accruing prior to the issue date of such Additional Notes and the first payment of interest following the issue date of such Additional Notes (and such changes as are customary to permit escrow arrangements, if any, in an unlimited principal amountconnection with the issuance of such Additional Notes); provided that a separate CUSIP or ISIN shall be issued for any Additional Notes if the Additional Notes are not fungible for U.S. federal income tax purposes with the Original Notes. The Original Notes, upon any Additional Notes issued pursuant to this paragraph, and any Additional Notes issued in exchange therefor shall be treated as a written order of single class for all purposes under this Indenture. With respect to the Additional Notes, the Issuer shall set forth in a Board Resolution and an Officer’s Certificate, a copy of each of which shall be delivered to the form of an Officers’ Certificate of Trustee, the Issuer. The Officers’ Certificate shall specify following information:
(a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;
(b) the issue price, the issue date on which and the CUSIP number of such Additional Notes; and
(c) whether such Additional Notes are to shall be authenticated. Upon receipt of a written order of the Issuer Transfer Restricted Notes and issued in the form of an Officers’ Certificate, the Trustee shall authenticate Notes as set forth in substitution for Notes originally issued Appendix A to reflect any name change of the Issuer and cancel any such Notes originally issued. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (Qwest Corp)
Amount of Notes. The Trustee shall authenticate (i) Original Notes for original issue on the Issue Date in the aggregate principal amount not to exceed of $450,000,000 and (ii) after the Combination Date, if issued, Additional Notes in an unlimited principal amount, 360,000,000 upon receipt of a written order of the Issuer in the form of an Officers’ ' Certificate of the Issuer. The In addition, the Trustee or an authenticating agent shall, upon receipt of a written order of the Issuer in the form of an Officer's Certificate of the Issuer, authenticate Additional Notes in accordance with Section 2.19; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Issuer in connection with the authentication of such Additional Notes. Such written order shall specify the amount of Notes to be authenticated and the date on which the such Notes are to be authenticatedauthenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.19, such Officer's Certificate of the Issuer shall certify that such issuance shall not be prohibited by Section 4.06. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issued. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Company Request and an Officers’ ' Certificate of the Issuer certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or under the Securities Act and that the conditions precedent to a Private Exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes in an aggregate principal amount not to exceed $360,000,000 for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Company Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (Massey Energy Co)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 250,000,000 and (ii) after the Combination Date, if issuedsubject to Section 4.06, Additional Notes in an unlimited the aggregate principal amountamount not to exceed $150,000,000, upon a written order of the Issuer in the form of an Officers’ Certificate of the Issuer. The Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed $400,000,000, except as provided in Sections 2.08 and 2.09. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (William Lyon Homes)
Amount of Notes. The Trustee shall initially authenticate (i) and deliver the Notes for original issue on the Issue Date in the an aggregate principal amount not to exceed of $450,000,000 and (ii) after 300,000,000 of the Combination Date, if issued, Additional Notes in an unlimited principal amount, upon a written order of the Issuer Company in the form of an Officers’ Certificate a Company Order. In addition, at any time and from time to time, the Trustee shall upon a written order of the IssuerCompany in the form of a Company Order authenticate and deliver any (1) additional Notes (“Additional Notes”) in unlimited aggregate principal amount (so long as permitted by the terms of this Indenture, including, without limitation, Section 4.09 hereof) or (2) Exchange Notes or private exchange notes for issue only in an Exchange Offer or a private exchange, respectively, pursuant to a Registration Rights Agreement, for like principal amount of Notes. The Officers’ Certificate For the avoidance of doubt any such Exchange Notes or private exchange notes shall not be deemed the Incurrence of additional Debt for purposes of this Indenture. Each such written order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticated. Upon receipt of a written order of the Issuer authenticated and, in the form case of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change issuance of the Issuer and cancel any such Notes originally issued. Any Additional Notes pursuant to Section 2.02 hereof, shall certify that such issuance is in compliance with Section 4.09 hereof. All the Notes issued under this Indenture shall be part of the same issue as the Notes being issued on the date hereof consolidated with and will vote on all matters as one form a single class with the Notes being issued on and shall have the date hereof, including, without limitation, same terms as to status waivers, amendments, offers to purchase, redemptions and Offers or otherwise as the Notes. Notwithstanding anything else in this Indenture to Purchase; provided that such the contrary, at the Company’s option, Additional Notes will not may be issued with the same CUSIP number as the Initial Notes or ISIN, as applicablethe Exchange Notes, as the existing Notes unless such Additional Notes are fungible with case may be, and without the existing Notes for U.S. federal income tax purposes. For Private Placement Legend, provided that the purposes Company has furnished an Opinion of this Indenture, references Counsel to the Notes include Additional Notes, if any. Upon receipt Trustee confirming that such issuance would not conflict with federal and state securities laws and the rules and regulations of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentenceCommission.
Appears in 1 contract
Sources: Indenture (Fti Consulting Inc)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $450,000,000 200,000,000 and (ii) after the Combination Date, if issued, Additional Notes in an unlimited principal amount, subject to Section 4.06 and upon a written order of the Issuer in the form of an Officers’ Certificate of the IssuerCertificate, Additional Notes in an unlimited principal amount. The Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issuedIssuer. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Request and an Officers’ Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any registration rights agreement relating to the Additional Notes is effective or that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Request referred to in the preceding sentence.
Appears in 1 contract
Sources: Indenture (M I Homes Inc)
Amount of Notes. The Trustee shall authenticate (i) Notes for original issue on the Issue Date in the aggregate principal amount not to exceed of $450,000,000 100,000,000 and (ii) after the Combination Date, if issued, Additional Notes for original issue from time to time, in an unlimited principal amount, each case upon a written order of the Issuer Company in the form of an Officers’ ' Certificate of the IssuerCompany. The Officers’ Certificate Such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. All Initial Notes and Additional Notes shall be identical in all respects other than the issue dates and the date from which interest accrues except as provided in this Section 2.01 and except that any Additional Note may contain any notations, legends or endorsements permitted under Section 2.02. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer and cancel any such Notes originally issued. Any Additional Notes shall be part of the same issue as the Notes being issued on the date hereof and will vote on all matters as one class with the Notes being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and Offers to Purchase; provided that such Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. For the purposes of this Indenture, references to the Notes include Additional Notes, if any. Upon receipt of an Issuer Company Request and an Officers’ ' Certificate certifying that a registration statement relating to an exchange offer specified in the Registration Rights Agreement or any or, with respect to the Additional Notes, a registration rights agreement relating substantially identical to the Additional Notes Registration Rights Agreement, is effective or that the conditions precedent to a Private Exchange private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes in an aggregate principal amount not to exceed the outstanding aggregate principal amount of the Initial Notes or Additional Notes, as the case may be, for issuance in exchange for the Notes tendered for exchange pursuant to such exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form thereof as are specified in the Issuer Company Request referred to in the preceding sentence. In the event that the Company shall issue and the Trustee shall authenticate any Additional Notes, the Company shall use its reasonable best efforts to obtain the "CUSIP" number for such Notes as is printed on the Notes outstanding at such time. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.
Appears in 1 contract