Amount of Notes. The Trustee shall initially authenticate the Initial Notes for original issue on the Issue Date upon a written order of the Issuer signed by one Officer, together with an Officer’s Certificate of the Issuer. The Trustee shall authenticate Additional Notes thereafter in unlimited amount for original issue upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.07 and (v) Notes exchanged as provided in Section 8.04, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated.
Appears in 3 contracts
Sources: Indenture (Wesco International Inc), Indenture (Wesco International Inc), Indenture (Wesco International Inc)
Amount of Notes. The Trustee shall initially authenticate the Initial $600,000,000 aggregate principal amount of Notes for original issue on the Issue Date upon a written order of the Issuer signed by one Officer, together with an Officer’s Certificate of the IssuerIssuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 10.04 and 10.05 hereof. The Trustee shall authenticate additional notes (“Additional Notes Notes”) thereafter from time to time in unlimited amount for original issue upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such orderorder together with an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 10.04 and 10.05 hereof. The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11[reserved], (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.07 4.08 and (v) Notes exchanged as provided in Section 8.048.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated.
Appears in 3 contracts
Sources: Indenture (Vail Resorts Inc), Indenture (Vail Resorts Inc), Indenture (Brinks Co)
Amount of Notes. The Trustee shall initially authenticate the Initial $500,000,000 aggregate principal amount of Notes for original issue on the Issue Date upon a written order of the Issuer signed by one Officer, together with an Officer’s Certificate of the IssuerIssuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 10.04 and 10.05 hereof. The Trustee shall authenticate additional notes (“Additional Notes Notes”) thereafter from time to time in unlimited amount for original issue upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such orderorder together with an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 10.04 and 10.05 hereof. The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11[reserved], (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.07 4.08 and (v) Notes exchanged as provided in Section 8.048.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated.
Appears in 1 contract
Sources: Indenture (Vail Resorts Inc)
Amount of Notes. The Trustee shall initially authenticate the Initial $400,000,000 aggregate principal amount of Notes for original issue on the Issue Date upon a written order of the Issuer signed by one Officer, together with an Officer’s Certificate of the IssuerIssuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 10.04 and 10.05 hereof. The Trustee shall authenticate additional notes (“Additional Notes Notes”) thereafter from time to time in unlimited amount for original issue upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such orderorder together with an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 10.04 and 10.05 hereof. The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11[reserved], (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.07 4.08 and (v) Notes exchanged as provided in Section 8.048.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated.
Appears in 1 contract
Sources: Indenture (Brinks Co)
Amount of Notes. The Trustee shall initially authenticate the Initial (i) €750,000,000 aggregate principal amount of 2026 Notes and (ii) €250,000,000 aggregate principal amount of 2028 Notes, in each case for original issue on the Issue Date upon a written order of the Issuer signed by one Officer, together with an Officer’s Officers’ Certificate of the IssuerIssuer and an Opinion of Counsel. The Trustee shall authenticate additional 2026 Notes (“Additional 2026 Notes”), and additional 2028 Notes (“Additional 2028 Notes” and together with any Additional 2026 Notes, “Additional Notes”) thereafter in unlimited amount for original issue upon a written order of the Issuer in the form of an Officer’s Officers’ Certificate in aggregate principal amount as specified in such order. The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.07 4.08 and (v) Notes exchanged as provided in Section 8.048.05, in each case upon a written order of the Issuer in the form of an Officer’s Officers’ Certificate in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes of each series to be authenticated and the date on which the Notes of such series are to be authenticated.
Appears in 1 contract
Sources: Indenture (LKQ Corp)
Amount of Notes. The Trustee shall initially authenticate the Initial $325,000,000 aggregate principal amount of Notes for original issue on the Issue Date upon a written order of the Issuer signed by one Officer, together with an Officer’s Certificate of the IssuerIssuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 10.04 and 10.05 hereof. The Trustee shall authenticate additional notes (“Additional Notes Notes”) thereafter from time to time in unlimited amount for original issue upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such orderorder together with an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 10.04 and 10.05 hereof. The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.07 4.08 and (v) Notes exchanged as provided in Section 8.048.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated.
Appears in 1 contract
Amount of Notes. The Trustee shall initially authenticate the Initial $550,000,000 aggregate principal amount of Notes for original issue on the Issue Date (the “Initial Notes”) upon a written order of the Issuer signed by one Officer, together with in the form of an Officer’s Certificate of the IssuerCertificate. The Trustee shall authenticate additional notes (“Additional Notes Notes”) thereafter from time to time in unlimited aggregate principal amount for original issue upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. Additional Notes 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 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 shall be treated as part of the same class as the Initial Notes under this Indenture for all purposes, including waivers, amendments, redemptions and offers to purchase; provided that Additional Notes shall not be issued with the same CUSIP or ISIN, as applicable, as existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11[reserved], (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.07 4.08 and (v) Notes exchanged as provided in Section 8.048.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in an aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated. With respect to any Additional Notes, the Issuer shall set forth in (1) a resolution of its Board of Directors and (2) (i) an Officer’s Certificate and (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. The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Notes and the Additional Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate and an indenture supplemental hereto setting forth the terms of the Additional Notes.
Appears in 1 contract
Sources: Indenture (Ingevity Corp)
Amount of Notes. The Trustee shall initially authenticate the Initial $400,000,000 aggregate principal amount of Notes for original issue on the Issue Date upon a written order of the an Issuer signed by one OfficerOrder, together with an Officer’s Certificate Certificate; provided that an Opinion of Counsel shall not be required in connection with such issuance, authentication and delivery of the IssuerNotes on the Issue Date. The Trustee shall authenticate additional Notes (“Additional Notes Notes”) thereafter in unlimited amount for original issue upon a written order of the an Issuer in the form of Order (an Officer’s Certificate “Authentication Order”) in aggregate principal amount as specified in such orderAuthentication Order. The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.07 Sections 4.08 and 4.09 and (v) Notes exchanged as provided in Section 8.048.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate Authentication Order in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated.
Appears in 1 contract
Amount of Notes. The Trustee shall initially authenticate the Initial $250,000,000 aggregate principal amount of Notes for original issue on the Issue Date upon a written order of the an Issuer signed by one OfficerOrder, together with an Officer’s Certificate Certificate; provided that an Opinion of Counsel shall not be required in connection with such issuance, authentication and delivery of the IssuerNotes on the Issue Date. The Trustee shall authenticate additional Notes (“Additional Notes Notes”) thereafter in unlimited amount for original issue upon a written order of the an Issuer in the form of Order (an Officer’s Certificate “Authentication Order”) in aggregate principal amount as specified in such orderAuthentication Order. The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section Sections 4.07 and 4.08 and (v) Notes exchanged as provided in Section 8.048.05, in each case case, upon a written order of the Issuer in the form of an Officer’s Certificate Authentication Order in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any Additional Notes that are actually issued.
Appears in 1 contract
Amount of Notes. The Trustee shall initially authenticate the Initial $580,000,000 aggregate principal amount of Notes for original issue on the Issue Date upon a written order of the an Issuer signed by one OfficerOrder, together with an Officer’s Certificate Certificate; provided that an Opinion of Counsel shall not be required in connection with such issuance, authentication and delivery of the IssuerNotes on the Issue Date. The Subject to Sections 4.09, 4.13 and 8.02(c), the Trustee shall authenticate additional Notes (“Additional Notes Notes”) thereafter in unlimited amount for original issue upon a written order of the an Issuer in the form of Order (an Officer’s Certificate “Authentication Order”) in aggregate principal amount as specified in such orderAuthentication Order, not to exceed $25,000,000 in the aggregate. The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) PIK Notes or PIK Principal Increases as provided in Section 2.20, (v) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section Sections 4.07 and 4.08 and (vvi) Notes exchanged as provided in Section 8.048.05, in each case case, upon a written order of the Issuer in the form of an Officer’s Certificate Authentication Order in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any PIK Notes and any Additional Notes that are actually issued.
Appears in 1 contract
Amount of Notes. The Trustee shall initially authenticate the Initial $357,446,000 aggregate principal amount of Notes for original issue on the Issue Date upon a written order of the an Issuer signed by one OfficerOrder, together with an Officer’s Certificate Certificate; provided that an Opinion of Counsel shall not be required in connection with such issuance, authentication and delivery of the IssuerNotes on the Issue Date. The Subject to Sections 4.09, 4.13 and 8.02(c), the Trustee shall authenticate additional Notes (“Additional Notes Notes”) thereafter in unlimited amount for original issue upon a written order of the an Issuer in the form of Order (an Officer’s Certificate “Authentication Order”) in aggregate principal amount as specified in such orderAuthentication Order, not to exceed $25,000,000 in the aggregate. The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) PIK Notes or PIK Principal Increases as provided in Section 2.20, (v) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section Sections 4.07 and 4.08 and (vvi) Notes exchanged as provided in Section 8.048.05, in each case case, upon a written order of the Issuer in the form of an Officer’s Certificate Authentication Order in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any PIK Notes and any Additional Notes that are actually issued.
Appears in 1 contract