Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series, (1) the title of the Securities of the Series (which title shall distinguish the Securities of the Series from all other Securities issued by the Issuer); (2) any limit upon the aggregate principal amount of the Securities of the Series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Sections 2.08, 2.09, 2.11 or 12.3); (3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered; (4) the date or dates on which the principal of the Securities of the Series is payable; (5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of Registered Securities, the record dates for the determination of Holders to whom interest is payable; (6) the place or places where the principal and interest on Securities of the Series shall be payable (if other than as provided in Section 3.02); (7) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise; (8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02; (9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; (10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made; (11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts; (12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable; (13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities; (14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be; (15) whether Securities of the Series are issuable in Tranches; (16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series; (17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series; (18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof; (19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities; (20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and (21) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue price.
Appears in 4 contracts
Sources: Indenture (Whirlpool Corp /De/), Indenture (Whirlpool Emea Finance S.A R.L.), Indenture (Whirlpool Corp /De/)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth forth, or determined in the manner provided, in an Officers’ Officer's Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the Issuerand which may be part of a series of Securities previously issued);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.083.4, 2.093.5, 2.11 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the Series series is payablepayable or the method of determination thereof;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the formula, method or provision pursuant to which such rate or rates are determined, the date or dates from which such interest shall accrueaccrue or the method of determination thereof, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom interest is payablepayable on any Interest Payment Date;
(6) the place or places where where, subject to the provisions of Section 1.2, the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided payable, Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices, and demands to or upon the Company in Section 3.02)respect of the Securities of the series and this Indenture may be served;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(10) whether payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for taxes, assessments or governmental charges paid by Holders of the series;
(11) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.025.2;
(912) if other than the obligation, if any, currency of the Issuer to redeemUnited States of America, purchase the currency or repay currencies, including composite currencies, currency units or Foreign Currency, in which payment of the principal of and any premium and interest on the Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to series shall be payable, and, if other provisions set forth therein or at than as specified in Section 1.15, the option manner of a Holder determining the equivalent thereof and the price or prices in the currency of the United States of America for purposes of the determination of "Outstanding" in Section 1.1;
(13) if the amount of payments of principal of and any premium or interest on the Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(14) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company, the Guarantor (if applicable) or a Holder thereof, in one or more currencies or currency unit units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such Series are series as to which such election is made shall be payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant such election is to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(1115) whether if and under what circumstances the Issuer or Parent will pay additional amounts on as applicable, that the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(16) any deletions from, modifications of or additions to the Events of Default set forth in Section 5.1 or the covenants of the Company set forth in Article Ten with respect to the Securities of such series;
(17) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a Person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem the Securities of the series rather than pay such additional amounts;
(18) if the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(19) if the Securities of the series are to be convertible into or exchangeable for any other security or property of the Company, including, without limitation, securities of another Person held by the Company or its Affiliates and, if so, the terms thereof;
(20) if other than as provided in Sections 13.2 and 13.3, the application, if any, means of either defeasance or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to covenant defeasance as may be specified for the Securities of the Series;
(21) if other than the Trustee, the identity of the initial Security Registrar and any initial Paying Agent;
(22) whether the Securities of the series will be guaranteed pursuant to the Guarantee, any modifications to the terms of Article Fourteen applicable to the Securities of such series and the applicability of any other guarantees; and
(2123) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officer's Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of such Seriesseries or for the establishment of additional terms with respect to the Securities of such series. Each Series If any of the terms of the series are established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized officer or other authorized person on behalf of the Company and, if applicable, the Guarantor and delivered to the Trustee at or prior to the delivery of the Officer's Certificate setting forth, or providing the manner for determining, the terms of the series. With respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officer's Certificate may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be issued specified in a Company Order or that such terms shall be determined by the Company and, if applicable, the Guarantor or one or more Tranches. Except as provided agents thereof designated in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, andan Officer's Certificate, in the case of Original Issue Discount Securities, the same issue priceaccordance with a Company Order.
Appears in 4 contracts
Sources: Indenture (Weatherford International Inc /New/), Indenture (Weatherford International LTD), Indenture (Weatherford International Inc /New/)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth forth, or determined in the manner provided, in an Officers’ Officer's Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the Issuerand which may be part of a series of Securities previously issued);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.083.4, 2.093.5, 2.11 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the Series series is payablepayable or the method of determination thereof;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the formula, method or provision pursuant to which such rate or rates are determined, the date or dates from which such interest shall accrueaccrue or the method of determination thereof, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom interest is payablepayable on any Interest Payment Date;
(6) the place or places where where, subject to the provisions of Section 10.2, the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided payable, Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices, and demands to or upon the Company in Section 3.02)respect of the Securities of the series and this Indenture may be served;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(10) whether payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for taxes, assessments or governmental charges paid by Holders of the series;
(11) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts5.2;
(12) if other than denominations the amount of $1,000 payments of principal of and any integral multiple thereof, premium or interest on the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series series may be determined with reference to an index, the manner in which such amounts shall be issuabledetermined;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series)as applicable, including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to that the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(14) any deletions from, modifications of or additions to the Events of Default set forth in Section 5.1 or the covenants of the Company set forth in Article Ten with respect to the Securities of such series;
(15) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a Person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem the Securities of the series rather than pay such additional amounts;
(16) if the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(17) if the Securities of the series are to be convertible into or exchangeable for any other security or property of the Company, including, without limitation, securities of another Person held by the Company or its Affiliates and, if so, the terms thereof;
(18) if other than as provided in Sections 13.2 and 13.3, the means of defeasance or covenant defeasance as may be specified for the Securities of the Series;
(19) if other than the Trustee, the identity of the initial Security Registrar and any initial Paying Agent;
(20) whether the applicationSecurities of the series will be guaranteed pursuant to the Guarantee, if any, any modifications to the terms of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) Article Fourteen applicable to the Securities of such series and the Seriesapplicability of any other guarantees; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officer's Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of such Seriesseries or for the establishment of additional terms with respect to the Securities of such series. Each Series If any of the terms of the series are established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized officer or other authorized person on behalf of the Company and, if applicable, the Guarantors and delivered to the Trustee at or prior to the delivery of the Officer's Certificate setting forth, or providing the manner for determining, the terms of the series. With respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officer's Certificate may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be issued specified in a Company Order or that such terms shall be determined by the Company and, if applicable, the Guarantors or one or more Tranches. Except as provided agents thereof designated in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, andan Officer's Certificate, in the case of Original Issue Discount Securities, the same issue priceaccordance with a Company Order.
Appears in 4 contracts
Sources: Indenture (Comstock Resources Inc), Indenture (Comstock Resources Inc), Indenture (Medallion California Properties Co)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. There shall be established in or pursuant to a resolution of the one or more Company Board of Directors or an Officer Action Resolutions and set forth in an a Company Officers’ Certificate, or Certificate and/or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,:
(1a) the title of the Securities of the Series (which title shall distinguish the Securities of the Series from all other Securities issued by the IssuerCompany), including, as applicable, whether the Securities of the Series shall be issued as senior Securities, senior subordinated Securities or subordinated Securities; any subordination provisions particular to the Securities of the Series; and whether the Securities of the Series are convertible or exchangeable for other securities;
(2b) any limit upon the aggregate principal amount of the Securities of the Series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Sections Section 2.08, 2.09, 2.11 or 12.311.02);
(3c) if other than 100% of their its aggregate principal amount, the percentage of their the aggregate principal amount at which the Securities of the Series will be offered;
(4d) the date or dates (whether fixed or extendable) on which the principal of the Securities of the Series is payable;
(5e) the rate or rates (rates, which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable payable, the basis upon which interest shall be calculated if other than that of a 360-day year consisting of twelve 30-day months and, in the case of Registered Securities, the record dates for the determination of Holders to whom interest is payable;
(6f) any provisions relating to the issuance of the Securities of the Series at an Original Issue Discount;
(g) the place or places where the principal of and interest on Securities of the Series shall be payable and where Securities of the Series may be surrendered for conversion or exchange (if other than as provided in Section 3.02);
(7h) whether any of such Securities of the Series are to be redeemable at the option of the Company, and if so, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series may be so redeemed, in whole or in part, at the option of the IssuerCompany, pursuant to any sinking fund or otherwise;
(8) i) if other than 100% of the aggregate principal amount thereof, the portion of the principal amount of the Securities of the Series which shall be payable upon declaration of acceleration of the maturity date thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02, or, if applicable, which is convertible or exchangeable;
(9j) the obligation, if any, of the Issuer Company to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof thereof, and the price or prices at which, the Currency in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which which, and the terms and conditions upon which which, Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationobligation (including the terms or method of payment thereof if other than cash), and any provision for the remarketing of the Securities;
(10k) the issuance of Securities of the Series as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities of the Series for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12l) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, Dollars or any Foreign Currency or ECUCurrency, in which Securities of the Series shall be issuable;
(13m) whether the Securities of the Series will be certificated and, if so, the form of the Securities (or forms thereof if both Unregistered Securities and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer Company deems necessary or appropriate, the form of any coupons Coupons or temporary global security which may be issued and the forms of any other certificates which may be required hereunder or which the Issuer Company may require in connection with the offering, sale, delivery or exchange of Unregistered the Securities;
(14n) if other than Dollars, the currency Currency or currencies, or currency unit or currency units Currencies in which payments of interest or interest, principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15o) whether Securities of the Series are issuable in Tranches;
(16p) whetherthe obligations, and under what circumstancesif any, of the Company to permit the conversion or exchange of the Securities of any such Series into Common Stock, Preferred Stock or other Capital Stock or property (including securities), or a combination thereof, and the terms and conditions upon which such conversion shall be convertible into Securities of effected (including the initial conversion or exchange price or rate, the conversion or exchange period, the provisions for conversion or exchange price or rate adjustments and any other Seriesprovisions relative to such obligation) and any limitations on the ownership or transferability of the securities or property into which the Securities may be converted or exchanged;
(17q) if other than the Trustee, any trustees, authenticating or Paying Agentspaying agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18r) if the Securities of such the Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof4.01;
(19s) any deletions from, modifications of or additions to (a) the Events of Default with respect to Securities of the Series or (b) the right of the Trustee or the Holders of such Securities pursuant to Section 5.01;
(t) any deletions from, modifications of or additions to the covenants set forth in Article 3 with respect to Securities of the Series;
(u) if the amount of payments of principal of, and make-whole amount, if any, and interest on, the Securities of the Series may be determined with reference to an index, the manner in which such amount shall be determined;
(v) whether the Securities of the Series shall be issued in whole or in part in the global form of one or more Securities and in such case, (i) the depositary for such Securities, which depositary must be a clearing agency registered under the Exchange Act, (ii) the circumstances under which any such Securities may be exchanged for Securities registered in the name of, and under which any transfer of such Securities may be registered in the name of, any Person other than such depositary or its nominee, if other than as set forth in Section 2.15, and (iii) any other provisions regarding such Securities which provisions may be in addition to or in lieu of, in whole or in part, the provisions of Section 2.15;
(w) whether, under what circumstances and the Currency in which, the Company will pay Additional Amounts as contemplated by Section 3.05 on the Securities of the Series to any Holder who is not a United States Person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(x) whether the Securities of the Series, in whole or in specified part, will not be defeasible pursuant to Section 10.02(b) or Section 10.02(c), or both such Sections, and, if the Securities may be defeased, in whole or in specified part, pursuant to either or both such Sections, any provisions to permit a pledge of obligations other than Government Obligations (or the establishment of other arrangements) to satisfy the requirements of Section 10.02(d)(i) for defeasance of the Securities and, if other than by a Company Board Resolution, the manner in which any election by the Company to defease the Securities will be evidenced;
(y) whether the Securities of such Series are to be issuable in whole secured by any property, assets or in part in the form of one or more Depository Securities, other collateral and, in such caseif so, the Depository for such Securitiesapplicable collateral, any deletions from, modifications of or additions to the provisions of Article 13;
(20z) the applicationPerson to whom any interest on the Securities of such Series will be payable, if other than the Securityholder thereof, on the regular record date therefor;
(aa) the dates on which interest, if any, will be payable and the regular record dates for interest payment dates;
(bb) any restrictions, conditions or requirements for transfer of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the such Series; and
(21cc) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series shall be substantially identical except as to denomination, except as provided in contemplated by the immediately succeeding paragraph, and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Company Board of Directors Resolution or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Series or to establish additional terms of such Series of Securities (which additional terms shall only be applicable to unissued or additional Securities of such Series). Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all All Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue price.
Appears in 4 contracts
Sources: Indenture (MidWestOne Financial Group, Inc.), Indenture (Alerus Financial Corp), Indenture (MidWestOne Financial Group, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more Seriesseries. There Prior to the issuance of Securities of any series, there shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.03, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) whether the Securities of the series will or will not have the benefit of the Subsidiary Guarantees of the Subsidiary Guarantors;
(3) the purchase price, denomination and any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 9.06 or 12.311.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(34) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(45) the date or dates on which the principal of the any Securities of the Series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of Registered Securities, the record dates for the determination of Holders to whom interest series is payable;
(6) the rate or rates at which any Securities of the series shall bear interest, if any, or the method of calculating such rate or rates of interest, the method of payment of interest (in particular, whether the interest will be paid in kind or otherwise), the date or dates from which any such interest shall accrue or the method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(7) the place or places where the principal of and any premium and interest on any Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(78) the place or places where the Securities may be exchanged or transferred and notices and demands to or upon the Company in respect of the Securities and this Indenture may be served;
(9) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany and, pursuant if other than as provided in Section 11.03, the manner in which the particular Securities of such series (if less than all Securities of such series are to any sinking fund or otherwisebe redeemed) are to be selected for redemption;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(910) the obligation, if any, of the Issuer Company to redeem, redeem or purchase or repay any Securities of the Series whether series in whole or in part pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein upon the happening of a specified event, passage of time, or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(12) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula or other method, the manner in which such amounts shall be determined;
(13) if other than the form currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities (or forms thereof if Unregistered and Registered Securities of the series shall be issuable payable and the manner of determining the equivalent thereof in such Series)the currency of the United States of America for any purpose, including such legends as required by law or as for purposes of the Issuer deems necessary or appropriate, the form definition of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require “Outstanding” in connection with the offering, sale, delivery or exchange of Unregistered SecuritiesSection 1.01;
(14) if the currency principal of or currenciesany premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency unit units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which payments the principal of or any premium or interest or principal on such Securities as to which such election is made shall be payable, the periods within which and other amounts are payable with respect to the Securities of the Series are terms and conditions upon which such election is to be denominated, payable, redeemable made and the amount so payable (or repurchasable, as the case may bemanner in which such amount shall be determined);
(15) whether if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the Series are issuable in Tranchesseries which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion shall be determined;
(16) whether, any modifications of or additions to the Events of Default or the covenants of the Company set forth herein with respect to Securities of the series; and whether and the conditions under what circumstances, which the Holders of the Securities of the series may waive any Series shall be convertible into such Event of Default or compliance with any such covenant relating to the Securities of any other Seriessuch series;
(17) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Trustee, Stated Maturity or which shall be deemed to be Outstanding as of any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect date prior to the Securities of Stated Maturity (or, in any such Seriescase, the manner in which such amount deemed to be the principal amount shall be determined);
(18) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 15.02 or Section 15.03 or both such Series do not bear interestSections and, if other than by a Board Resolution, the applicable dates for purposes of Section 4.01 hereofmanner in which any election by the Company to defease such Securities shall be evidenced;
(19) whether the if applicable, that any Securities of such Series are to the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.05 and any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
(20) any addition to or change in the application, if any, Events of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) Default which applies to the any Securities of the Series; andseries and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502;
(21) any other terms addition to or conditions upon change in the covenants set forth in Article Ten which applies to Securities of the series;
(22) whether the Securities of the Series are to series will be issued convertible into Common Stock (or cash in lieu thereof) and, if so, the terms and conditions upon which such conversion will be effected;
(23) whether the Securities of the series will be secured, and if so, in what manner;
(24) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5));
(25) any agents for the series, including trustees, depositories, authenticating, conversion, calculation or paying agents, transfer agents or registrars;
(26) the subordination of the Securities of such series to other Indebtedness of the Company, including without limitation, the Securities of any other series, and
(27) any other terms of the series, including any terms which may be required by or advisable under the laws of the United States of America or regulations thereunder or advisable (as determined by the Company) in connection with the marketing of Securities of the series. All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Seriesseries. Each Series may be issued in one or more Tranches. Except as provided in If any of the foregoing paragraph, all terms of the Securities of any series are established by action taken pursuant to a Tranche Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. The Securities of each series shall have the same issue date, maturity date, interest rate or method benefit of determining interest, redemption and repayment provisions, interest payment dates, and, in the case Subsidiary Guarantees unless the Company elects otherwise upon the establishment of Original Issue Discount Securities, the same issue pricea series pursuant to this Section 3.01.
Appears in 4 contracts
Sources: Indenture (Hornbeck Offshore Trinidad & Tobago, LLC), Indenture (Hornbeck Offshore Services LLC), Indenture (Hornbeck Offshore Services LLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.03, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series, including CUSIP Numbers (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 9.06 or 12.311.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy Maturity thereof pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currenciesapplicability, nonapplicability, or currency unit or currency units in which payments variation, of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents Article XIII with respect to the Securities of such Series;
(1815) if applicable, that the Securities of such Series do not bear interest, the applicable dates series shall be subject to either or both of Defeasance or Covenant Defeasance as provided in Article XIV; provided that no series of Securities that is convertible into Common Stock as provided in Article XV or convertible into or exchangeable for purposes of any other securities pursuant to Section 4.01 hereof3.01(18) shall be subject to Defeasance pursuant to Section 14.02;
(1916) whether if and as applicable, that the Securities of such Series are to the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(17) the terms and conditions, if any, pursuant to which the Securities are convertible into Common Stock of the Company pursuant to Article XV, and any variation thereof;
(18) the terms and conditions, if any, pursuant to which the Securities are convertible into or exchangeable for any other securities;
(19) any addition of covenants contemplated by Article X which applies to Securities of the series; and
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any one Series need not be issued at the same time, series of Securities (“Add On Securities”) having terms and unless otherwise provided, a Series may be reopened for issuances of additional Securities conditions identical to those of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities series of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the same issue pricefirst Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 3 contracts
Sources: Subordinated Securities Agreement (Aqua America Inc), Subordinated Securities Agreement (Aqua America Inc), Subordinated Securities Agreement (Aqua America Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more supplemental indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.093.5, 2.11 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder), provided, however, that the authorized aggregate principal amount of such series may be increased above such amount by a Board Resolution to such effect;
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the any Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any such interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal of and any premium and interest on any Securities of the Series series shall be payable (if other than as provided and the manner in Section 3.02)which any payment may be made;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerIssuer and, pursuant if other than by a Board Resolution, the manner in which any election by the Issuer to any sinking fund or otherwiseredeem the Securities shall be evidenced;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, redeem or purchase or repay any Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or series, including at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payablethereof, at which and the period or periods within which which, the price or prices at which, and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(129) if other than denominations of $1,000 25,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(11) if other than the currency of the United States of America, the currency, currencies, composite currency, composite currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for the purposes of making payment in the currency of the United States of America and applying the definition of “Outstanding” in Schedule A;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Issuer or the Holder thereof, in one or more currencies, composite currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies, composite currency, composite currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the form entire principal amount thereof, the portion of the principal amount of any Securities (or forms thereof if Unregistered and Registered Securities of the series that shall be issuable in such Series), including such legends as required by law or as payable upon declaration of acceleration of the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered SecuritiesMaturity thereof pursuant to Section 5.2;
(14) if the currency or currencies, or currency unit or currency units in which payments principal amount payable at the Stated Maturity of interest or principal and other amounts are payable with respect to the any Securities of the Series are series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be denominatedthe principal amount of such Securities as of any such date for any purpose thereunder or hereunder, payableincluding the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, redeemable or repurchasablein any such case, as the case may bemanner in which such amount deemed to be the principal amount shall be determined);
(15) whether if applicable, that the Securities of the Series are issuable series, in Trancheswhole or any specified part, shall be defeasible pursuant to Section 12.2 or Section 12.3 or both such Sections, any provisions to permit a pledge of obligations other than U.S. Government Obligations (or the establishment of other arrangements) to satisfy the requirements of Section 12.4(1) for defeasance of such Securities and, if other than by a Board Resolution, the manner in which any election by the Issuer to defease such Securities shall be evidenced;
(16) whetherif applicable, and under what circumstances, the that any Securities of any Series the series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4, any addition to, elimination of or other change in the circumstances set forth in Clause (2) of the last paragraph of Section 3.5 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof and any other provisions governing exchanges or transfers of any such Global Security;
(17) any restrictions upon the transfer of the underlying Securities of any series;
(18) any addition to, elimination of or other change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(19) any addition to, elimination of or other change in the covenants set forth in Article X which applies to Securities of the series;
(20) the applicationif applicable, if anythat Persons other than those specified in Section 1.11 shall have such benefits, of either or both of Sections 10.01(B)(ii) rights, remedies and 10.01(B)(iii) claims with respect to the any Securities of the Seriesseries or under this Indenture with respect to such Securities, as and to the extent provided for such Securities; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5) or (6)). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities If any of any one Series need not be issued at the same time, and unless otherwise providedterms of the series are established by action taken pursuant to a Board Resolution, a Series may be reopened for issuances copy of additional Securities an appropriate record of such Series. Each Series may action shall be issued in one certified by the Secretary or more Tranches. Except as provided in an Assistant Secretary of the foregoing paragraph, all Securities Issuer and delivered to the Trustee at or prior to the delivery of a Tranche shall have the same issue date, maturity date, interest rate or method Officers’ Certificate setting forth the terms of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 3 contracts
Sources: Indenture of Trust (Kayne Anderson MLP Investment CO), Indenture of Trust (Kayne Anderson MLP Investment CO), Indenture of Trust (Kayne Anderson MLP Investment CO)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more Seriesseries. There The terms of each series of Securities shall be either:
(i) established in or pursuant to a resolution of the Board of Directors or an Officer Action and set forth in an Officers’ Certificate, or Establishment Action; or
(ii) established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series. Such Establishment Action or supplemental indenture shall provide:
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other series) and a statement that the Securities issued by the Issuer)will be offered pursuant to this Indenture;
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 9.06 or 12.3);
11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder) and the price (3) if other than 100% of their principal amount, the expressed as a percentage of their the aggregate principal amount thereof) at which the Securities of the Series series will be offeredissued;
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the any Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any such interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal and of and/or any premium or interest on any Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7) the period or periods within which, the price or prices at which, the period currency or periods within currencies (including currency units) in which and the other terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany and, pursuant if other than by a Board Resolution, the manner in which any election by the Company to any sinking fund or otherwiseredeem the Securities shall be evidenced;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer Company to redeem, redeem or purchase or repay any Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(129) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, pursuant to a formula or other method, the manner in which such amounts shall be determined;
(11) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the form entire principal amount thereof, the portion of the principal amount of any Securities (or forms thereof if Unregistered and Registered Securities of the series which shall be issuable in such Series), including such legends as required by law or as payable upon declaration of acceleration of the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered SecuritiesMaturity thereof pursuant to Section 5.02;
(14) if the currency or currencies, or currency unit or currency units in which payments principal amount payable at the Stated Maturity of interest or principal and other amounts are payable with respect to the any Securities of the Series are series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be denominatedthe principal amount of such Securities as of any such date for any purpose thereunder or hereunder, payableincluding the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, redeemable or repurchasablein any such case, as the case may bemanner in which such amount deemed to be the principal amount shall be determined);
(15) whether if applicable, that the Securities of the Series are issuable series, in Trancheswhole or any specified part, shall be defeasible pursuant to Section 13.02 or Section 13.03 or both such Sections (or, if defeasible by another method, such other method) and, if other than by an action pursuant to a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
(16) whetherif applicable, and under what circumstances, the that any Securities of any Series the series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04 and any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
(17) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;
(18) any addition to or change in the covenants set forth in Article X which applies to Securities of the series;
(19) if the Securities are subordinate other than in accordance with Article XIV, such other subordination provisions;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to If the Securities of the Seriesseries are convertible into, or exchangeable for, other securities, the terms and conditions pursuant to which the Securities of the series will be convertible or exchangeable; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant the Establishment Action referred to such Officer Action or such resolution of the Board of Directors above or in any such indenture supplemental hereto. All Securities The Company shall provide to the Trustee a copy of any one Series need not such Establishment Action. The Securities shall be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances subordinated in right of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except payment to Senior Debt as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceArticle XIV and/or as specified as contemplated pursuant to this Section.
Appears in 3 contracts
Sources: Indenture (Marathon Oil Corp), Indenture (Atp Oil & Gas Corp), Indenture (Marathon Oil Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.3, 2.093.4, 2.11 3.5, 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the and premium, if any, on any Securities of the Series series is payablepayable or the method of determination and/or extension of such date or dates; and the amount or amounts of such payments of principal and premium, if any, or the method of determination thereof;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, if other that as set forth in the case of Registered SecuritiesSection 1.1, the record Regular Record Date for any such interest payable on any Interest Payment Date (or the method for determining the dates for the determination of Holders to whom interest is payableand rates);
(6) whether any of such Securities will be subject to certain optional interest rate reset provisions;
(7) the place or places where the principal of and any premium and interest on on, or any Additional Amounts with respect to, the Securities of the Series series shall be payable (payable, where the Securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other than as provided in Section 3.02)means;
(78) (a) the period or periods within which, the price or prices at which, the period currency or periods within which currencies (including currency units) and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, pursuant to any sinking fund or otherwise;
(8) b) if other than the principal amount thereofas provided in Section 11.3, the portion of manner in which the principal amount of particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption and (c) if other than by a Board Resolution, the Series manner in which any election by the Company to redeem the Securities shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02evidenced;
(9) the obligation, if any, of the Issuer Company to redeem, purchase or repay any Securities of the Series whether series pursuant to any sinking fund fund, amortization or analogous provisions or pursuant to other provisions set forth therein upon the happening of a specified event or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationobligation and any provisions for the remarketing of such Securities;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(1711) if other than the Trustee, the identity of the Securities Registrar and/or the Paying Agent;
(12) if the amount of principal of or any trusteespremium or interest on or other payments, authenticating if any, on any Securities of the series may be determined with reference to an index, formula or Paying Agentsother method (which index, transfer agents formula or registrars method may be based, without limitation, on the price of one or more commodities, derivatives or securities; one or more securities, derivatives or commodities exchange indices or other indices; a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable; or any other agents variable or the relationship between any variables or combination of variables), the index, formula or other method by which such amounts shall be determined;
(13) if other than the currency of the United States of America, the currency, currencies or currency units (including composite currencies) in which the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;
(14) if the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(15) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(16) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(17) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such SeriesSections, or any other defeasance provisions applicable to any Securities of the series, and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
(18) the terms, if the any, upon which Securities of such Series do not bear interestthe series may be convertible into or exchanged for other Securities, Common Shares, Preferred Shares, other debt securities, warrants to purchase any of the foregoing, or other securities of any kind of the Company or any other obligor or any other property, and the terms and conditions upon which the conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the applicable dates for purposes of Section 4.01 hereofconversion or exchange period, and any other additional provisions;
(19) whether the if applicable, that any Securities of such Series are to the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4;
(20) any deletions, modifications of or additions to the applicationdefinitions set forth in Section 1.1, the Events of Default which apply to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(21) any addition to, deletion of or change in the covenants set forth in Article 10 which applies to Securities of the series;
(22) any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of the Securities of such series, including, without limitation, exchange rate agents and calculation agents;
(23) if applicable, the terms of any Mortgage that will be provided for a series of Securities, including any provisions regarding the circumstances under which collateral may be released or substituted;
(24) if applicable, the terms of any guaranties for the Securities and any circumstances under which there may be additional obligors on the Securities;
(25) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(26) whether Securities of the series shall be issuable in registered form or bearer form (registrable or not registrable as to principal, and with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of bearer securities and the terms upon which bearer Securities of a series may be exchanged for registered Securities of the same series and vice versa;
(27) the forms of the Securities of the series;
(28) any terms which may be related to warrants, options or other rights to purchase and sell securities issued by the Company in connection with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may be used toward the exercise price of any such warrants, options or other rights;
(29) the subordination, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; andseries;
(2130) if the Securities of the series will be governed by, and the extent to which such Securities will be governed by, any law other than the laws of the state of New York;
(31) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)). All Securities of any one Series shall series need not be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except but may vary as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 3 contracts
Sources: Indenture (Pharmacopeia Drug Discovery Inc), Indenture (Pharmacopeia Drug Discovery Inc), Indenture (Entertainment Properties Trust)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.09Section 3.5, 2.11 Section 3.6, Section 8.6 or 12.3Section 10.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the any Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, ) at which the any Securities of the Series series shall bear interest, if any, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, Regular Record Date for any such interest payable on any Interest Payment Date (or the record dates method for determining the determination of Holders to whom interest is payablerates and dates);
(6) the place or places where the principal of and any premium and interest on any Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany and, pursuant if other than by a Board Resolution, the manner in which any election by the Company to any sinking fund or otherwiseredeem the Securities shall be evidenced;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer Company to redeem, purchase redeem or repay repurchase any Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased redeemed or repaidrepurchased, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(129) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(11) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1 and, whether the Company or the Holder thereof may elect payment to be made in a different currency;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the form entire principal amount thereof, the portion of the principal amount of any Securities (or forms thereof if Unregistered and Registered Securities of the series which shall be issuable in such Series), including such legends as required by law or as payable upon declaration of acceleration of the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered SecuritiesMaturity thereof pursuant to Section 4.2;
(14) if the currency or currencies, or currency unit or currency units in which payments principal amount payable at the Stated Maturity of interest or principal and other amounts are payable with respect to the any Securities of the Series are series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be denominatedthe principal amount of such Securities as of any such date for any purpose thereunder or hereunder, payableincluding the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, redeemable or repurchasablein any such case, as the case may bemanner in which such amount deemed to be the principal amount shall be determined);
(15) whether if applicable, that the Securities of the Series are issuable series, in Trancheswhole or any specified part, shall be defeasible pursuant to Section 12.3 or Section 12.4 or both such Sections, or any other defeasance provisions applicable to any Securities of the series, and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
(16) whether, and under what circumstancesif applicable, the terms of any right or obligation to convert or exchange Securities of any Series shall the series, including, if applicable, the conversion or exchange rate or price, the conversion or exchange period, provisions as to whether conversion or exchange will be convertible into mandatory, at the option of the Holders thereof or at the option of the Company, the events requiring an adjustment of the conversion price or exchange price and provisions affecting conversion or exchange if such series of Securities of any other Seriesare redeemed;
(17) if other than whether the TrusteeSecurities rank as senior debt, any trusteessenior subordinated debt, authenticating or Paying Agents, transfer agents or registrars subordinated debt or any other agents with respect to combination thereof, and the Securities terms of such Seriesany subordination;
(18) if the forms of the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) series and whether the Securities of such Series are to the series will be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.2 and any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
(19) if the Securities of the series are issued in reliance on an exemption from the registration requirements of the Securities Act, the circumstances in which any Securities of the series or beneficial interests therein may be transferred or exchanged;
(20) any deletion of, addition to or change in the application, if any, Events of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) Default which applies to the any Securities of the Series; andseries and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 4.2;
(21) any deletion of, addition to or change in the covenants set forth in Article 9 which applies to Securities of the series;
(22) any Authenticating Agents, Paying Agents, Security Registrars or such other terms or conditions upon which agents necessary in connection with the issuance of the Securities of such series, including exchange rate agents and calculation agents;
(23) if applicable, the Series are to terms of any security that will be issued provided for a series of Securities, including any provisions regarding the circumstances under which collateral may be released or substituted;
(24) if applicable, the terms of any guaranties for the Securities and any circumstances under which there may be additional obligors on the Securities; and
(25) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 8.1(5)). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. All Securities If any of any one Series need not be issued at the same time, and unless otherwise providedterms of the series are established by action taken pursuant to a Board Resolution, a Series may be reopened for issuances copy of additional Securities an appropriate record of such Series. Each Series may action shall be issued in one certified by the Secretary or more Tranches. Except as provided in an Assistant Secretary of the foregoing paragraph, all Securities Company and delivered to the Trustee at or prior to the delivery of a Tranche shall have the same issue date, maturity date, interest rate or method Officer’s Certificate setting forth the terms of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 3 contracts
Sources: Indenture (BOSTON OMAHA Corp), Indenture (BOSTON OMAHA Corp), Indenture (BOSTON OMAHA Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.03, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series, including CUSIP Numbers (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 9.06 or 12.311.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if other than denominations of US$1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy Maturity thereof pursuant to Section 5.02;
(914) the obligationif applicable, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on that the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series series shall be issuable;
(13) subject to either or both of Defeasance or Covenant Defeasance as provided in Article XIV or any changes in the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may beprovisions relating thereto;
(15) whether if and as applicable, that the Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(16) any additions or deletions to or changes in the covenants contemplated by Article X which applies to Securities of the series;
(17) additions or deletions to or changes in the provisions relating to the modification of the Indenture both with and without the consent of holders of Securities of the series;
(18) the form and terms of any guarantee of any Securities of the series and the provisions, if any, relating to any securities provided for the Securities of the series;
(19) if applicable, that the Securities of the series shall be subject to satisfaction and discharge as provided in Article IV or any changes in the provisions relating thereto;
(20) any addition to or change in the application, if any, Events of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) Default which applies to the any Securities of the Seriesseries and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms may modify, supplement or delete any provision of the Indenture with respect to such series; provided, however, that no such term may modify or delete any provision thereof if imposed by the Trust Indenture Act; provided, further, that any modification or deletion of the rights, duties or immunities of the Trustee hereunder shall not be inconsistent with have been consented to in writing by the provisions of this IndentureTrustee). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. All Securities If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an Officer and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of the series. The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any one Series need not be issued at the same time, series of Securities (“Add On Securities”) having terms and unless otherwise provided, a Series may be reopened for issuances of additional Securities conditions identical to those of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities series of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the same issue pricefirst Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 3 contracts
Sources: Indenture (GFL Environmental Inc.), Indenture (GFL Environmental Holdings Inc.), Indenture (GFL Environmental Holdings Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series:
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Sections 2.08, 2.09, 2.11 or 12.3);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates on which the principal of the Securities of the Series series is payable;
(53) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if anyinterest or the Floating or Adjustable Rate Provision pursuant to which such rates shall be determined, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom interest is payablepayable on any Interest Payment Date (if such Interest Payment Dates or Regular Record Dates differ from those provided herein);
(64) the place or places where the principal of (and any premium, if any) and interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(75) in addition to the price or prices at whichredemption rights provided herein, the period or periods within which (including the Redemption Option Date for the series) and the terms and conditions upon price or prices at which any Securities of the Series series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwiseCompany;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(126) if other than denominations of $1,000 25 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which Securities of the Series series shall be issuable;
(137) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable defaults applicable with respect to the Securities of the Series are series in addition to be denominated, payable, redeemable or repurchasable, as the case may bethose provided in Section 5.7(a) through (f);
(15) whether 8) any other covenant or warranty included for the benefit of Securities of the Series are issuable series in Tranchesaddition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series, or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series shall not be for the benefit of Securities of the series, or any combination of such covenants, warranties or provisions;
(169) whether, and under what circumstances, the subordination terms of the Securities of any Series shall be convertible into Securities of any other Seriesthe series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(2010) the applicationprovisions of this Indenture, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) that shall not apply to the Securities of the Seriesseries; and
(2111) any other terms or conditions upon which the Securities of the Series are to be issued series (which additional terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action Board Resolution and set forth, or such resolution of determined in the Board of Directors manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. All If any of the terms of the Securities of any one Series need not be issued at the same time, and unless otherwise provideda series are established by action taken pursuant to a Board Resolution, a Series may copy of an appropriate record of such action shall be reopened for issuances certified by the Secretary or an Assistant Secretary of additional the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 3 contracts
Sources: Indenture (Citigroup Capital XVIII), Indenture (Citigroup Inc), Indenture (Citigroup Capital XIV)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. There All Securities of a Series shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action and identical except as may be set forth in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate' Certificate detailing the adoption of the terms thereof pursuant to the authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, supplemental indenture or established Officers' Certificate may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in one respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture. At or more indentures supplemental hereto, prior to the issuance of any Securities of any within a Series,, the following shall be established by a Board Resolution, a supplemental indenture hereto or an Officers' Certificate pursuant to authority granted under a Board Resolution:
(1a) the title and series designation of the Securities of the Series (Series, which title shall distinguish the Securities of the such Series from the Securities of all other Securities issued by the Issuer)Series;
(2b) the aggregate principal amount of the Series of Securities;
(c) the price or prices at which the Securities of the Series will be issued;
(d) any limit upon the aggregate principal amount of the Securities of the Series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Sections Section 2.07, 2.08, 2.092.11, 2.11 3.07, 9.06, or 12.3any applicable provision of a supplemental indenture);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4e) the date or dates on which the principal of the Securities of the Series is payablepayable and the right, if any, to defer any principal payment;
(5f) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series shall bear interest, if any, ; the date or dates from which any such interest shall accrue, the interest payment dates on which any such interest shall be payable and, in the case of Registered Securities, the and on which a record dates shall be taken for the determination of Holders to whom any such interest is payablepayable or the method by which such rate or rates or date or dates shall be determined or both; and the right, if any, to defer any interest payment;
(6g) the place or places where and the manner in which the principal of, premium, if any, and interest interest, if any, on Securities of the Series shall be payable (if other than as provided in Section 3.02);
(7) the price or prices at which, the period or periods within which and the terms and conditions upon which office or agency for the Securities of the Series may be redeemedmaintained by the Company pursuant to Section 2.04;
(h) the right, if any, of the Company to redeem, purchase or repay Securities of the Series, in whole or in part, at its option and the option period or periods within which, the price or prices (or the method by which such price or prices shall be determined or both) at which, the form or method of payment therefor if other than in cash and any terms and conditions upon which and the manner in which (if different from the provisions of Article 3) Securities of the IssuerSeries may be so redeemed, purchased or repaid, in whole or in part, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9i) the obligation, if any, of the Issuer Company to redeem, purchase or repay Securities of the Series whether in whole or in part pursuant to any mandatory redemption, sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which the price or prices (or the method by which such price or prices shall be determined or both) at which, the form or method of payment therefor if other than in cash and the any terms and conditions upon which and the manner in which (if different from the provisions of Article 3 or Article 11) Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10j) if the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent Company will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person securities in respect of taxes any tax, assessment or similar charges withheld or deducted governmental charge and, if so, whether the Issuer or Parent Company will have the option to redeem the Securities of such Securities rather than pay Series in instead of making such additional amountspayment;
(12k) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which Securities of the Series shall be issuable;
(13l) if other than the form principal amount thereof, the portion of the principal amount of Securities (or forms thereof if Unregistered and Registered Securities of the Series which shall be payable upon acceleration of the maturity thereof pursuant to Section 6.02;
(m) whether Securities of the Series will be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Global Securities;
(14n) if the currency Securities of such Series are to be issuable in definitive form (whether upon original issue or currenciesupon exchange of a temporary Security of such Series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or currency unit conditions;
(o) any deleted, modified or currency units in which payments additional events of interest default or principal and other amounts are payable remedies or any deleted, modified or additional covenants with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other such Series;
(17p) whether the provisions of Article 8 will be applicable to Securities of such Series;
(q) any provision relating to the issuance of Securities of such Series at an original issue discount (including, without limitation, the issue price thereof, the rate or rates at which such original issue discount shall accrete, if any, and the date or dates from or to which or period or periods during which such original issue discount shall accrete at such rate or rates);
(r) if other than United States dollars, the foreign currency in which payment of the principal of, premium, if any, and interest, if any, on the Securities of such Series shall be payable;
(s) the Trustee for the Securities of such Series, the name and Corporate Trust Office of such Trustee and if not the Trustee, any trustees, authenticating the identity of each Registrar or Paying Agents, transfer agents or registrars or Agent and any other agents with respect to the Securities of such Series;
(18t) if the Securities amounts of such Series do not bear payments of principal of, premium, if any, and interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether if any, on the Securities of such Series are to be issuable in whole determined with reference to an index or in part in the form of one or more Depository Securities, and, in such caseformula, the Depository for manner in which such Securitiesamounts shall be determined;
(20u) the applicationterms for conversion or exchange, if any, with respect to the Securities of such Series;
(v) which, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Subsidiaries shall guarantee the Securities of on the Seriesterms set forth in Article 10; and
(21w) any other terms or conditions upon which of the Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions may modify or delete any provision of this IndentureIndenture insofar as it applies to such series). All Securities of any one Series shall be substantially identical identical, except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in by or pursuant to such Officer Action or such resolution of the Board of Directors Resolution or Officers' Certificate referred to above or as set forth in any such supplemental indenture supplemental hereto. All Securities of any one Series need not be issued at the same time and may be issued from time to time, and unless otherwise providedconsistent with the terms of this Indenture, a if so provided by or pursuant to such Board Resolution, such supplemental indenture or such Officers' Certificate. Any such Board Resolution or Officers' Certificate referred to above with respect to Securities of any Series may be reopened for issuances filed with the Trustee on or before the initial issuance of additional the Securities of such Series. Each Series may shall be issued in one or more Tranches. Except as provided in the foregoing paragraph, all incorporated herein by reference with respect to Securities of such Series and shall thereafter be deemed to be a Tranche shall have part of the same issue date, maturity date, interest rate Indenture for all purposes relating to Securities of such Series as fully as if such Board Resolution or method of determining interest, redemption and repayment provisions, interest payment dates, and, Officers' Certificate were set forth herein in the case of Original Issue Discount Securities, the same issue pricefull.
Appears in 3 contracts
Sources: Senior Subordinated Indenture (TOUSA Investment #1, Inc.), Senior Indenture (TOUSA Investment #1, Inc.), Subordinated Indenture (TOUSA Investment #1, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.3, 2.093.4, 2.11 3.5, 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the and premium, if any, on any Securities of the Series series is payablepayable or the method of determination and/or extension of such date or dates; and the amount or amounts of such payments of principal and premium, if any, or the method of determination thereof;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, if other that as set forth in the case of Registered SecuritiesSection 1.1, the record Regular Record Date for any such interest payable on any Interest Payment Date (or the method for determining the dates for the determination of Holders to whom interest is payableand rates);
(6) whether any of such Securities will be subject to certain optional interest rate reset provisions;
(7) the place or places where the principal of and any premium and interest on on, or any Additional Amounts with respect to, the Securities of the Series series shall be payable (payable, where the Securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other than as provided in Section 3.02)means;
(78) (a) the period or periods within which, the price or prices at which, the period currency or periods within which currencies (including currency units) and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, pursuant to any sinking fund or otherwise;
(8) b) if other than the principal amount thereofas provided in Section 11.3, the portion of manner in which the principal amount of particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption and (c) if other than by a Board Resolution, the Series manner in which any election by the Company to redeem the Securities shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02evidenced;
(9) the Senior Debt to which the Securities of such series are subordinated, and the terms of such subordination;
(10) the obligation, if any, of the Issuer Company to redeem, purchase or repay any Securities of the Series whether series pursuant to any sinking fund fund, amortization or analogous provisions or pursuant to other provisions set forth therein upon the happening of a specified event or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) obligation and any provisions for the issuance as Registered Securities or Unregistered Securities or both, and the rights remarketing of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be madeSecurities;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(1712) if other than the Trustee, the identity of the Securities Registrar and/or the Paying Agent;
(13) if the amount of principal of or any trusteespremium or interest on or other payments, authenticating if any, on any Securities of the series may be determined with reference to an index, formula or Paying Agentsother method (which index, transfer agents formula or registrars method may be based, without limitation, on the price of one or more commodities, derivatives or securities; one or more securities, derivatives or commodities exchange indices or other indices; a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable; or any other agents variable or the relationship between any variables or combination of variables), the index, formula or other method by which such amounts shall be determined;
(14) if other than the currency of the United States of America, the currency, currencies or currency units (including composite currencies) in which the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;
(15) if the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(16) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(17) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Securities Stated Maturity, the amount which shall be deemed to be the principal amount of such SeriesSecurities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(18) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such Series do not bear interestSections, or any other defeasance provisions applicable to any Securities of the series, and, if other than by a Board Resolution, the applicable dates for purposes of Section 4.01 hereofmanner in which any election by the Company to defease such Securities shall be evidenced;
(19) whether the terms, if any, upon which Securities of such Series are the series may be convertible into or exchanged for other Securities, Common Shares, Preferred Shares, other debt securities, warrants to purchase any of the foregoing, or other securities of any kind of the Company or any other obligor or any other property, and the terms and conditions upon which the conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period, and any other additional provisions;
(20) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any deletions, modifications of or additions to the definitions set forth in Section 1.1, the Events of Default which apply to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(22) any addition to, deletion of or change in the covenants set forth in Article 10 which applies to Securities of the series;
(23) any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of the Securities of such series, including, without limitation, exchange rate agents and calculation agents;
(24) if applicable, the terms of any Mortgage that will be provided for a series of Securities, including any provisions regarding the circumstances under which collateral may be released or conditions substituted;
(25) if applicable, the terms of any guaranties for the Securities, including the terms of any subordination of such guaranties, and any circumstances under which there may be additional obligors on the Securities;
(26) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(27) whether Securities of the series shall be issuable in registered form or bearer form (registrable or not registrable as to principal, and with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of bearer securities and the terms upon which bearer Securities of a series may be exchanged for registered Securities of the same series and vice versa;
(28) the forms of the Securities of the Series are series;
(29) any terms which may be related to warrants, options or other rights to purchase and sell securities issued by the Company in connection with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may be issued used toward the exercise price of any such warrants, options or other rights;
(30) if the Securities of the series will be governed by, and the extent to which such Securities will be governed by, any law other than the laws of the state of New York;
(31) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)). All Securities of any one Series shall series need not be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except but may vary as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 3 contracts
Sources: Indenture (BofI Holding, Inc.), Indenture (BofI Holding, Inc.), Indenture (BofI Holding, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.03, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series, including CUSIP Numbers (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 9.06 or 12.311.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of "Outstanding" in Section 1.01;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy Maturity thereof pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currenciesapplicability, nonapplicability, or currency unit or currency units in which payments variation, of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents Article XIII with respect to the Securities of such Series;
(1815) if applicable, that the Securities of such Series do not bear interest, the applicable dates for purposes series shall be subject to either or both of Section 4.01 hereofDefeasance or Covenant Defeasance as provided in Article XIV;
(1916) whether if and as applicable, that the Securities of such Series are to the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(2017) the application, if any, any addition of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) covenants contemplated by Article X which applies to the Securities of the Seriesseries; and
(2118) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. All Securities If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any one Series need not be issued at the same time, series of Securities ("Add On Securities") having terms and unless otherwise provided, a Series may be reopened for issuances of additional Securities conditions identical to those of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities series of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the same issue pricefirst Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 3 contracts
Sources: Indenture (Aqua America Inc), Indenture (Philadelphia Suburban Corp), Indenture (Aqua America Inc)
Amount Unlimited; Issuable in Series. The aggregate principal ------------------------------------ amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series:
(1a) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2b) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or for in lieu of, other Securities of the Series series pursuant to Sections 2.082.4, 2.092.5, 2.11 2.6, 3.8 or 12.310.4 and except for any Securities which, pursuant to Section 2.3, are deemed never to have been authenticated and delivered hereunder);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4c) the date or dates on which the principal of the Securities of the Series series is payablepayable or the method of determination thereof;
(5d) the rate or rates (which may be fixed or variable)rates, or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the date or dates dates, or method of determination thereof, from which such interest shall accrue, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in on the case Regular Record Date for any interest payable on any Registered Securities of Registered Securities, the record dates for the determination of Holders to whom interest is payableany Interest Payment Date;
(6e) the place or places where the principal of (and interest premium, if any) and interest, if any, on Securities and Coupons, if any, of the series shall be payable and the office or agency for the Securities of the Series shall be payable (if other than as provided in series maintained by the Company pursuant to Section 3.02)4.2;
(7f) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(g) the obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;
(8) h) if other than denominations of $1,000, if registered, and $5,000, if bearer, and any integral multiple of the applicable denominations for Securities denominated in Dollars, the denominations in which Securities of the series shall be issuable;
(i) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of on the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.026.1;
(9j) whether Section 12.3 is not applicable to the Securities of such series or such other means of satisfaction and discharge as may be specified for the Securities and Coupons, if any, for a series;
(k) any deletions or modifications of or additions to the Events of Default set forth in Section 6.1, or covenants of the Company set forth in Article 4 pertaining to the Securities of the series and application, if any, of Article 15 to Securities of such series;
(l) the obligationforms the Securities and Coupons, if any, of the Issuer to redeemseries;
(m) if other than such coin or currency of the United States as at the time of payment is legal tender for payment of public or private debts, purchase the coin or repay currency or currencies, or currency unit or units, in which payment of the principal of (and premium, if any) and interest, if any, on the Securities of the Series whether pursuant series shall be payable and the Exchange Rate Agent, if any, for such series;
(n) if the principal of (and premium, if any) or interest, if any, on the Securities of the series are to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or be payable at the option election of the Company or a Holder thereof and the price thereof, or prices under some or all other circumstances, in the a coin or currency or currencies, or currency unit or units, other than that in which the Securities of such Series are payabledenominated, at which and the period or periods within which which, and the terms and conditions upon which, such election may be made, or the other circumstances under which the Securities are to be so payable, including without limitation the application of Section 2.11(b) and any deletions to, modifications of or additions to the provisions thereof, and any provision requiring the Holder to bear currency exchange costs by deduction from such payments;
(o) if the amount of payments of principal (and premium, if any) or interest, if any, on the Securities of the Series shall series may be redeemeddetermined with reference to an index based on (i) a coin or currency or currencies, purchased or repaid, currency unit or units other than that in whole which the Securities are stated to be payable or (ii) any method not inconsistent with the provisions of this indenture specified in part, or pursuant to such obligationBoard Resolution, then in each case (i) and (ii) the manner in which such amounts shall be determined;
(10p) whether the issuance Securities of the series are to be issued as Fully Registered Securities, Partially Registered Securities or Unregistered Bearer Securities (with or without Coupons), or any combination thereof, whether Partially Registered Securities or both, and the rights of the Holders to exchange Unregistered Bearer Securities may be exchanged for Fully Registered Securities of the Series series and whether Fully Registered Securities may be exchanged for Partially Registered Securities or to exchange Registered Bearer Securities of the Series for Unregistered Securities of the Series series (if permitted by applicable laws and regulations) and the circumstances under which and the place or places where any such exchanges, if permitted, may be made;
(11q) whether any Securities of the series are to be issuable initially in temporary global form with or without coupons and, if so, the name of the Common Depository with respect to any such temporary global Security, and whether any Securities of the series are to be issuable in permanent global form with or without coupons and, if so, the U.S. Depository or Common Depository for such global Securities and whether beneficial owners of interests in any such permanent global Security may exchange such interests for definitive Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which (including any certification requirements), and the place or places where, any such exchanges may occur, if other than in the manner provided in Section 2.5;
(r) if the Securities and Coupons, if any, of the series are to be issued upon the exercise of warrants, the time, manner and place for Securities to be authenticated and delivered;
(s) whether and under what circumstances and with what procedures and documentation the Issuer or Parent Company will pay additional amounts on the Securities and Coupons, if any, of the Series held by a Person series to any Holder who is not a U.S. Person United States Alien (including a definition of such term), in respect of taxes any tax assessment or similar charges governmental charge withheld or deducted and, if so, whether the Issuer or Parent Company will have the option to redeem such Securities rather than pay additional amounts (and the terms of any such additional amountsoption);
(12t) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to whether the Securities of the Series series are convertible into any other security of the Company pursuant to be denominated, payable, redeemable the provisions of Article 16 or repurchasable, as otherwise specified in the case may beSecurities of such series;
(15u) whether the Person to whom any interest on any Registered Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series series shall be convertible into Securities of any other Series;
(17) payable, if other than the TrusteePerson in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any trusteesinterest on any Bearer Securities of the series shall be payable, authenticating if otherwise than upon presentation and surrender of the Coupons appertaining thereto as they severally mature, the extent to which, or Paying Agentsthe manner in which, any interest payable on the temporary global Security on any Interest Payment Date will be paid if other than in the manner provided in Section 2.4 and the extent to which, or the manner in which, any interest payable on a permanent global Security on an Interest Payment Date will be paid;
(v) any paying agents, transfer agents or agents, registrars or any other agents with respect to the Securities of such Series;the series; and
(18w) if the Bearer Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series series are to be issuable issuable, (x) whether interest in whole respect of any portion of a temporary global Security of the series payable in respect of any Interest Payment Date prior to the exchange of such temporary global Security for a permanent global Security or in part in for definitive Securities of the form series shall be paid to any clearing organization with respect to the portion of one or more Depository Securities, such temporary global Security held for its account and, in such caseevent, the Depository for terms and conditions (including any certification requirements) upon which any such Securities;
interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date, and (20y) the application, if any, of either terms and conditions (including any certification requirements) upon which interests in such temporary global Security may be exchanged for interests in a permanent global Security or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the for definitive Securities of the Series; andseries.
(21x) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series and the, Coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 2.3) set forth in such Officers' Certificate referred to above or in any such indenture supplemental hereto. All At the option of the Company, interest on the Registered Securities of any one Series need not series that bears interest may be issued at paid by mailing, on the same time, and unless otherwise providedapplicable Interest Payment Date, a Series may be reopened for issuances check to the address of additional Securities the Person entitled thereto as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Series. Each Series may action shall be issued in one certified by the Secretary or more Tranches. Except as provided in an Assistant Secretary of the foregoing paragraph, all Securities Company and delivered to the Trustee at or prior to the delivery of a Tranche shall have the same issue date, maturity date, interest rate or method Officers' Certificate setting forth the terms of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 3 contracts
Sources: Multiple Series Indenture (Usx Capital Trust I), Multiple Series Indenture (Usx Corp), Multiple Series Indenture (Usx Capital Trust I)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries and each such series shall rank pari passu with each other series without discrimination, preference or priority, regardless of the actual date of issue, and with all other unsecured and senior indebtedness of the Corporation. There shall be established in one or more Board Resolutions of the Corporation or pursuant to a resolution authority granted by one or more Board Resolutions of the Board of Directors or an Officer Action and Corporation and, subject to Section 3.3, set forth below, or determined in the manner provided in, an Officers’ CertificateOfficer’s Certificate of the Corporation, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series, any or all of the following, as applicable:
(1) the title of the Securities of the Series (series, which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuer)series;
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (Indenture, except for Securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.093.6, 2.11 3.7, 9.6 or 12.3)11.6 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder;
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security, or any Predecessor Security, is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the any Securities of the Series series is payablepayable or the method by which such date shall be determined and the right, if any, to shorten or extend the date on which the principal of any Securities of the series is payable and the conditions to any such change;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which any such interest shall accrue, or the interest payment method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable and, in the case of Registered Securitiespayable, the record dates for the manner, if any, of determination of Holders to whom such Interest Payment Dates and the Regular Record Date, if any, for any such interest is payablepayable on any Interest Payment Date;
(6) the place right, if any, to extend the interest payment periods and the terms of such extension or places where the principal and interest on Securities of the Series shall be payable (if other than as provided in Section 3.02)extensions;
(7) the price place or prices at whichplaces, if any, other than the Corporate Trust Office, where the principal of, and any premium, Additional Amounts and interest on, any Securities of the series shall be payable and whether, if acceptable to the U.S. Trustee, any principal of such Securities shall be payable without presentation or surrender thereof;
(8) the period or periods within which, or the date or dates on which, the price or prices at which and the other terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02Corporation;
(9) the obligation, if any, of the Issuer Corporation to redeem, redeem or purchase or repay any Securities of the Series whether series pursuant to any sinking fund, purchase fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a the Holder thereof and thereof, the period or periods within which, the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period other terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation and any other provisions related to such redemption or purchase pursuant to such sinking fund or otherwise;
(10) if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which any Securities of the series shall be issuable;
(11) if other than the U.S. Trustee, the identity of each Registrar, Authenticating Agent and/or Paying Agent;
(12) if the amount of principal of, or any premium, Additional Amounts or interest on, any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(13) if other than the Currency of the United States of America, the Currency in which the principal of, or any premium, Additional Amounts or interest on, any Securities of the series shall be payable and the manner of determining the equivalent thereof in the Currency of the United States of America for any purpose, including for purposes of the definition of Outstanding in Section 1.1;
(14) if the principal of, or any premium, Additional Amounts or interest on, any Securities of the series is to be payable, at the election of the Corporation or the Holder thereof, in one or more Currencies other than the Currency of the United States of America, the Currency in which the principal of, or any premium, Additional Amounts or interest on, such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(15) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the Series series which shall be redeemed, purchased or repaid, in whole or in part, payable upon declaration of acceleration of the Maturity thereof pursuant to such obligationSection 5.2;
(1016) the issuance as Registered Securities or Unregistered Securities or bothwhether, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances and the Issuer or Parent Currency in which the Corporation will pay additional amounts Additional Amounts as contemplated by Section 10.2 on the Securities of the Series held by a Person who is not a U.S. Person series to any Holder, including any modification to the definition of such term, in respect of taxes any tax, assessment or similar charges withheld or deducted governmental charge and, if so, whether the Issuer or Parent Corporation will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 Additional Amounts, and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form terms of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Seriessuch option;
(17) the application, if other than the Trusteeany, any trustees, authenticating or Paying Agents, transfer agents or registrars of Section 10.2 and all or any other agents with respect portion of Article 11 to the Securities of such Seriesthat series;
(18) if the principal amount payable at the Stated Maturity of any Securities of such Series do the series will not bear interestbe determinable as of any one or more dates prior to the Stated Maturity, the applicable dates amount which shall be deemed to be the principal amount of such Securities as of any such date for purposes any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of Section 4.01 hereofany date prior to the Stated Maturity, or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined;
(19) whether the if either or both of Sections 12.2 and 12.3 will not apply to any Securities of such Series are to the series;
(20) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositary or Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.2 and any circumstances in addition to or in lieu of those set forth in Section 3.6 in which Global Securities may be exchanged for Definitive Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any other terms transfer and exchange provisions of the Securities of the series;
(22) any addition, modification or conditions deletion of any Events of Default or covenants provided with respect to any Securities of the series and any change in the right of the U.S. Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(23) any addition, modification or deletion in the covenants set forth in Article 10 which applies to Securities of the series;
(24) the terms, if any, upon which the Securities of the Series series may be convertible into or exchanged for any of the Corporation’s common shares, preferred shares, other debt securities or warrants for common shares, preferred shares or other securities of any kind and the terms and conditions upon which such conversation or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period and any other additional provisions; and
(25) any other terms of the series, which may amend, supplement, modify or delete any provision of this Indenture insofar as it applies to such series, which are to be issued (which terms shall not be inconsistent with the provisions requirements of this Indenture)the Trust Indenture Legislation. All Securities of any one Series series shall be substantially identical except as except, subject to denominationSection 3.3, except as provided in the immediately succeeding paragraph, and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and set forth or determined in the manner provided in the Officer’s Certificate referred to above or in any such applicable indenture supplemental hereto. All Not all Securities of any one Series series need not to be issued at on the same timedate, and and, unless otherwise provided, a Series series may be reopened for issuances of additional Securities of such Seriesseries without the consent of any Holders thereof. Each Series If any of the terms of the series are established by action taken pursuant to one or more Board Resolutions, such Board Resolutions, or a certified copy thereof, shall be delivered to the U.S. Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms or the manner of determining the terms of the series. With respect to Securities of a series offered in a Periodic Offering, the Board Resolution or action taken pursuant thereto, Officer’s Certificate or supplemental indenture referred to above may provide general terms or parameters for Securities of such series and provide either that the specific terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Corporation in accordance with other procedures specified in a Company Order as contemplated by the third paragraph of Section 3.3. Notwithstanding Section 3.1(2) and unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued in one or more Tranches. Except up to the maximum aggregate principal amount authorized, if any, with respect to such series as provided in increased without the foregoing paragraph, all Securities consent of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceany Holder thereof.
Appears in 3 contracts
Sources: Indenture (Algonquin Power & Utilities Corp.), Indenture (Algonquin Power & Utilities Corp.), Indenture (Algonquin Power & Utilities Corp.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.3, 2.093.4, 2.11 3.5, 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the and premium, if any, on any Securities of the Series series is payablepayable or the method of determination and/or extension of such date or dates; and the amount or amounts of such payments of principal and premium, if any, or the method of determination thereof;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, if other that as set forth in the case of Registered SecuritiesSection 1.1, the record Regular Record Date for any such interest payable on any Interest Payment Date (or the method for determining the dates for the determination of Holders to whom interest is payableand rates);
(6) whether any of such Securities will be subject to certain optional interest rate reset provisions;
(7) the place or places where the principal of and any premium and interest on on, or any Additional Amounts with respect to, the Securities of the Series series shall be payable (payable, where the Securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other than as provided in Section 3.02)means;
(7a) the period or periods within which, the price or prices at which, the period currency or periods within which currencies (including currency units) and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, pursuant to any sinking fund or otherwise;
(8) b) if other than the principal amount thereofas provided in Section 11.3, the portion of manner in which the principal amount of particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption and (c) if other than by a Board Resolution, the Series manner in which any election by the Company to redeem the Securities shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02evidenced;
(9) the Senior Indebtedness to which the Securities of such series are subordinated, and the terms of such subordination;
(10) the obligation, if any, of the Issuer Company to redeem, purchase or repay any Securities of the Series whether series pursuant to any sinking fund fund, amortization or analogous provisions or pursuant to other provisions set forth therein upon the happening of a specified event or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) obligation and any provisions for the issuance as Registered Securities or Unregistered Securities or both, and the rights remarketing of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be madeSecurities;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(1712) if other than the Trustee, the identity of the Securities Registrar and/or the Paying Agent;
(13) if the amount of principal of or any trusteespremium or interest on or other payments, authenticating if any, on any Securities of the series may be determined with reference to an index, formula or Paying Agentsother method (which index, transfer agents formula or registrars method may be based, without limitation, on the price of one or more commodities, derivatives or securities; one or more securities, derivatives or commodities exchange indices or other indices; a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable; or any other agents variable or the relationship between any variables or combination of variables), the index, formula or other method by which such amounts shall be determined;
(14) if other than the currency of the United States of America, the currency, currencies or currency units (including composite currencies) in which the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;
(15) if the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(16) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(17) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Securities Stated Maturity, the amount which shall be deemed to be the principal amount of such SeriesSecurities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(18) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such Series do not bear interestSections, or any other defeasance provisions applicable to any Securities of the series, and, if other than by a Board Resolution, the applicable dates for purposes of Section 4.01 hereofmanner in which any election by the Company to defease such Securities shall be evidenced;
(19) whether the terms, if any, upon which Securities of such Series are the series may be convertible into or exchanged for other Securities, common shares, preferred shares, other debt securities, warrants to purchase any of the foregoing, or other securities of any kind of the Company or any other obligor or any other property, and the terms and conditions upon which the conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period, and any other additional provisions;
(20) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any deletions, modifications of or additions to the definitions set forth in Section 1.1, the Events of Default which apply to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(22) any addition to, deletion of or change in the covenants set forth in Article 10 which applies to Securities of the series;
(23) any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of the Securities of such series, including, without limitation, exchange rate agents and calculation agents;
(24) if applicable, the terms of any Mortgage that will be provided for a series of Securities, including any provisions regarding the circumstances under which collateral may be released or conditions substituted;
(25) if applicable, the terms of any guaranties for the Securities, including the terms of any subordination of such guaranties, and any circumstances under which there may be additional obligors on the Securities;
(26) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(27) whether Securities of the series shall be issuable in registered form or bearer form (registrable or not registrable as to principal, and with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of bearer securities and the terms upon which bearer Securities of a series may be exchanged for registered Securities of the same series and vice versa;
(28) the forms of the Securities of the Series are series;
(29) any terms which may be related to warrants, options or other rights to purchase and sell securities issued by the Company in connection with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may be issued used toward the exercise price of any such warrants, options or other rights;
(30) if the Securities of the series will be governed by, and the extent to which such Securities will be governed by, any law other than the laws of the state of New York; and
(31) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)). All Securities of any one Series shall series need not be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except but may vary as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 3 contracts
Sources: Indenture (LTC Properties Inc), Indenture (LTC Properties Inc), Indenture (LTC Properties Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors Resolution or an Officer Action and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any Seriesseries, subject to the last sentence of this Section 2.03,
(1a) the title designation of the Securities of the Series (series, which title shall distinguish the Securities of the Series series from the Securities of all other Securities issued by the Issuer)series;
(2b) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate principal amount after the initial issuance of the Securities of that series (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities of the Series series pursuant to Sections 2.08, 2.09, 2.11 or 12.3hereto);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4c) the date or dates on which the principal of the Securities of the Series series is payablepayable (which date or dates may be fixed or extendible);
(5d) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, ) per annum at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, and (in the case of Registered Securities, the ) on which a record dates shall be taken for the determination of Holders to whom interest is payablepayable and/or the method by which such rate or rates or date or dates shall be determined;
(6e) if other than as provided in Section 4.02, the place or places where the principal of and any interest on Securities of the Series series shall be payable (if other than as provided payable, any Registered Securities of the series may be surrendered for exchange, notices, demands to or upon the Company in Section 3.02)respect of the Securities of the series and this Indenture may be served and notice to Holders may be published;
(7f) the right, if any, of the Company to redeem Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices at which, the period or periods within which and the any terms and conditions upon which Securities of the Series series may be so redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9g) the obligation, if any, of the Issuer Company to redeem, purchase or repay Securities of the Series whether series pursuant to any mandatory redemption, sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and any of the terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10h) if other than denominations of $1,000 and any integral multiple thereof, the issuance denominations in which Securities of the series shall be issuable;
(i) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of and/or interest on the Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of and interest on the Securities of the series shall be payable, and the manner in which any such currencies shall be valued against other currencies in which any other Securities shall be payable;
(l) whether the Securities of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or bothwithout coupons) (and if so, and the rights whether such Securities will be issued in temporary or permanent global form), or any combination of the Holders foregoing, any restrictions applicable to exchange the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided herein, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series such series and the circumstances under which any such exchanges, if permitted, may be madevice versa;
(11m) whether and under what circumstances the Issuer or Parent Company will pay additional amounts on the Securities of the Series series held by a Person person who is not a U.S. Person person in respect of taxes any tax, assessment or similar charges governmental charge withheld or deducted and, if so, whether the Issuer or Parent Company will have the option to redeem such Securities rather than pay such additional amounts;
(12n) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series series are to be denominatedissuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, payablethe form and terms of such certificates, redeemable documents or repurchasable, as the case may beconditions;
(15o) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, depositaries, authenticating or Paying Agentspaying agents, transfer agents or registrars the registrar or any other agents with respect to the Securities of such Seriesthe series;
(18p) provisions, if any, for the defeasance of the Securities of the series (including provisions permitting defeasance of less than all Securities of the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination of the foregoing) the provisions of Article 8;
(q) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series series are to be issuable in whole or in part in the form of as one or more Depository Securities, and, Registered Global Securities or Unregistered Securities in such caseglobal form, the Depository identity of the Depositary or common Depositary for such SecuritiesRegistered Global Security or Securities or Unregistered Securities in global form;
(20r) the application, if any, any other Events of either Default or both of Sections 10.01(B)(ii) and 10.01(B)(iii) covenants with respect to the Securities of the Seriesseries; and
(21s) any other terms or conditions upon which of the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series and coupons, if any, appertaining thereto shall be substantially identical identical, except in the case of Registered Securities as to date and denomination, except as provided in the immediately succeeding paragraph, case of any Periodic Offering and except as may otherwise be provided in by or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution or in any such indenture supplemental hereto and unless otherwise provided, a Series any forms and terms of Securities to be issued from time to time may be reopened for issuances completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such Series. Each Series series may be issued in one or more Tranches. Except up to the maximum aggregate principal amount authorized with respect to such series as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceincreased.
Appears in 3 contracts
Sources: Senior Indenture (Mobileye Global Inc.), Senior Indenture (Charles River Laboratories International Inc), Senior Indenture (Charles River Laboratories International Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.093.5, 2.11 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the any Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, ) at which the any Securities of the Series series shall bear interest, if any, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, Regular Record Date for any such interest payable on any Interest Payment Date (or the record method for determining the dates for the determination of Holders to whom interest is payableand rates);
(6) the place or places where the principal of and any premium and interest on any Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany and, pursuant if other than by a Board Resolution, the manner in which any election by the Company to any sinking fund or otherwiseredeem the Securities shall be evidenced;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer Company to redeem, redeem or purchase or repay any Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(129) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(11) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of "Outstanding" in Section 1.1;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the form entire principal amount thereof, the portion of the principal amount of any Securities (or forms thereof if Unregistered and Registered Securities of the series which shall be issuable in such Series), including such legends as required by law or as payable upon declaration of acceleration of the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered SecuritiesMaturity thereof pursuant to Section 5.2;
(14) if the currency or currencies, or currency unit or currency units in which payments principal amount payable at the Stated Maturity of interest or principal and other amounts are payable with respect to the any Securities of the Series are series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be denominatedthe principal amount of such Securities as of any such date for any purpose thereunder or hereunder, payableincluding the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, redeemable or repurchasablein any such case, as the case may bemanner in which such amount deemed to be the principal amount shall be determined);
(15) whether if applicable, that the Securities of the Series are issuable series, in Trancheswhole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such Sections, or any other defeasance provisions applicable to any Securities of the series, and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
(16) whether, and under what circumstancesif applicable, the terms of any right to convert or exchange Securities of any Series shall be convertible the series into Securities shares of any Common Stock of the Company or other Seriessecurities or property;
(17) if other than the Trusteeapplicable, that any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4 and any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
(18) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(19) any addition to or change in the covenants set forth in Article 10 which applies to Securities of the series;
(20) any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the applicationissuance of the Securities of such series, including, without limitation, exchange rate agents and calculation agents;
(21) if anyapplicable, the terms of either any security that will be provided for a series of Securities, including provisions regarding the circumstances under which collateral may be released or both substituted;
(22) if applicable, the terms of Sections 10.01(B)(iiany guaranties for the Securities and any circumstances under which there may be additional obligors on the Securities;
(23) and 10.01(B)(iii) any addition to or change in or modification to the subordinated provisions of this Indenture relating to the Securities of that series (including the Series; and
(21) any other terms provisions of Article 15), or conditions upon which the different subordination provisions, including a different definition of "Senior Debt" or "Designated Senior Debt," will apply to Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, series; and, in the case of Original Issue Discount Securities, the same issue price.
Appears in 3 contracts
Sources: Indenture (Cell Genesys Inc), Indenture (Cell Genesys Inc), Indenture (Northfield Laboratories Inc /De/)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. There shall be established in or pursuant to a resolution of the one or more Company Board of Directors or an Officer Action Resolutions and set forth in an a Company Officers’ Certificate, or ' Certificate and/or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,:
(1a) the title of the Securities of the Series (which title shall distinguish the Securities of the Series from all other Securities issued by the IssuerCompany), including, as applicable, whether the Securities of the Series shall be issued as senior Securities, senior subordinated Securities or subordinated Securities; any subordination provisions particular to the Securities of the Series; and whether the Securities of the Series are convertible or exchangeable for other securities;
(2b) any limit upon the aggregate principal amount of the Securities of the Series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Sections Section 2.08, 2.09, 2.11 or 12.311.02);
(3c) if other than 100% of their its aggregate principal amount, the percentage of their the aggregate principal amount at which the Securities of the Series will be offered;
(4d) the date or dates (whether fixed or extendable) on which the principal of the Securities of the Series is payable;
(5e) the rate or rates (rates, which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable payable, the basis upon which interest shall be calculated if other than that of a 360-day year consisting of twelve 30-day months and, in the case of Registered Securities, the record dates for the determination of Holders to whom interest is payable;
(6f) any provisions relating to the issuance of the Securities of the Series at an Original Issue Discount;
(g) the place or places where the principal of and interest on Securities of the Series shall be payable and where Securities of the Series may be surrendered for conversion or exchange (if other than as provided in Section 3.02);
(7h) whether any of such Securities of the Series are to be redeemable at the option of the Company, and if so, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series may be so redeemed, in whole or in part, at the option of the IssuerCompany, pursuant to any sinking fund or otherwise;
(8) i) if other than 100% of the aggregate principal amount thereof, the portion of the principal amount of the Securities of the Series which shall be payable upon declaration of acceleration of the maturity date thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02, or, if applicable, which is convertible or exchangeable;
(9j) the obligation, if any, of the Issuer Company to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof thereof, and the price or prices at which, the Currency in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which which, and the terms and conditions upon which which, Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationobligation (including the terms or method of payment thereof if other than cash), and any provision for the remarketing of the Securities;
(10k) the issuance of Securities of the Series as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities of the Series for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12l) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, Dollars or any Foreign Currency or ECUCurrency, in which Securities of the Series shall be issuable;
(13m) whether the Securities of the Series will be certificated and, if so, the form of the Securities (or forms thereof if both Unregistered Securities and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer Company deems necessary or appropriate, the form of any coupons Coupons or temporary global security which may be issued and the forms of any other certificates which may be required hereunder or which the Issuer Company may require in connection with the offering, sale, delivery or exchange of Unregistered the Securities;
(14n) if other than Dollars, the currency Currency or currencies, or currency unit or currency units Currencies in which payments of interest or interest, principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15o) whether Securities of the Series are issuable in Tranches;
(16p) whetherthe obligations, and under what circumstancesif any, of the Company to permit the conversion or exchange of the Securities of any such Series into Common Stock, Preferred Stock or other Capital Stock or property (including securities), or a combination thereof, and the terms and conditions upon which such conversion shall be convertible into Securities of effected (including the initial conversion or exchange price or rate, the conversion or exchange period, the provisions for conversion or exchange price or rate adjustments and any other Seriesprovisions relative to such obligation) and any limitations on the ownership or transferability of the securities or property into which the Securities may be converted or exchanged;
(17q) if other than the Trustee, any trustees, authenticating or Paying Agentspaying agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18r) if the Securities of such the Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof4.01;
(19s) any deletions from, modifications of or additions to (a) the Events of Default with respect to Securities of the Series or (b) the right of the Trustee or the Holders of such Securities pursuant to Section 5.01;
(t) any deletions from, modifications of or additions to the covenants set forth in Article 3 with respect to Securities of the Series;
(u) if the amount of payments of principal of, and make-whole amount, if any, and interest on, the Securities of the Series may be determined with reference to an index, the manner in which such amount shall be determined;
(v) whether the Securities of the Series shall be issued in whole or in part in the global form of one or more Securities and in such case, (i) the depositary for such Securities, which depositary must be a clearing agency registered under the Exchange Act, (ii) the circumstances under which any such Securities may be exchanged for Securities registered in the name of, and under which any transfer of such Securities may be registered in the name of, any Person other than such depositary or its nominee, if other than as set forth in Section 2.15, and (iii) any other provisions regarding such Securities which provisions may be in addition to or in lieu of, in whole or in part, the provisions of Section 2.15;
(w) whether, under what circumstances and the Currency in which, the Company will pay Additional Amounts as contemplated by Section 3.05 on the Securities of the Series to any Holder who is not a United States Person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(x) whether the Securities of the Series, in whole or in specified part, will not be defeasible pursuant to Section 10.02(b) or Section 10.02(c), or both such Sections, and, if the Securities may be defeased, in whole or in specified part, pursuant to either or both such Sections, any provisions to permit a pledge of obligations other than Government Obligations (or the establishment of other arrangements) to satisfy the requirements of Section 10.02(d)(i) for defeasance of the Securities and, if other than by a Company Board Resolution, the manner in which any election by the Company to defease the Securities will be evidenced;
(y) whether the Securities of such Series are to be issuable in whole secured by any property, assets or in part in the form of one or more Depository Securities, other collateral and, in such caseif so, the Depository for such Securitiesapplicable collateral, any deletions from, modifications of or additions to the provisions of Article 13;
(20z) the applicationPerson to whom any interest on the Securities of such Series will be payable, if other than the Securityholder thereof, on the regular record date therefor;
(aa) the dates on which interest, if any, will be payable and the regular record dates for interest payment dates;
(bb) any restrictions, conditions or requirements for transfer of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the such Series; and
(21cc) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series shall be substantially identical except as to denomination, except as provided in contemplated by the immediately succeeding paragraph, and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Company Board of Directors Resolution or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Series or to establish additional terms of such Series of Securities (which additional terms shall only be applicable to unissued or additional Securities of such Series). Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all All Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue price.
Appears in 3 contracts
Sources: Indenture (MidWestOne Financial Group, Inc.), Indenture (MidWestOne Financial Group, Inc.), Indenture (MidWestOne Financial Group, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.3, 2.093.4, 2.11 3.5, 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the and premium, if any, on any Securities of the Series series is payablepayable or the method of determination and/or extension of such date or dates; and the amount or amounts of such payments of principal and premium, if any, or the method of determination thereof;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, if other that as set forth in the case of Registered SecuritiesSection 1.1, the record Regular Record Date for any such interest payable on any Interest Payment Date (or the method for determining the dates for the determination of Holders to whom interest is payableand rates);
(6) whether any of such Securities will be subject to certain optional interest rate reset provisions;
(7) the place or places where the principal of and any premium and interest on on, or any Additional Amounts with respect to, the Securities of the Series series shall be payable (payable, where the Securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other than as provided in Section 3.02)means;
(7a) the period or periods within which, the price or prices at which, the period currency or periods within which currencies (including currency units) and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, pursuant to any sinking fund or otherwise;
(8) b) if other than the principal amount thereofas provided in Section 11.3, the portion of manner in which the principal amount of particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption, and (c) if other than by a Board Resolution, the Series manner in which any election by the Company to redeem the Securities shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02evidenced;
(9) the Senior Debt to which the Securities of such series are subordinated, and the terms of such subordination;
(10) the obligation, if any, of the Issuer Company to redeem, purchase or repay any Securities of the Series whether series pursuant to any sinking fund fund, amortization or analogous provisions or pursuant to other provisions set forth therein upon the happening of a specified event or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) obligation and any provisions for the issuance as Registered Securities or Unregistered Securities or both, and the rights remarketing of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be madeSecurities;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(1712) if other than the Trustee, the identity of the Securities Registrar and/or the Paying Agent;
(13) if the amount of principal of or any trusteespremium or interest on or other payments, authenticating if any, on any Securities of the series may be determined with reference to an index, formula or Paying Agentsother method (which index, transfer agents formula or registrars method may be based, without limitation, on the price of one or more commodities, derivatives or securities; one or more securities, derivatives or commodities exchange indices or other indices; a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable; or any other agents variable or the relationship between any variables or combination of variables), the index, formula or other method by which such amounts shall be determined;
(14) if other than the currency of the United States of America, the currency, currencies or currency units (including composite currencies) in which the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;
(15) if the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(16) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(17) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Securities Stated Maturity, the amount which shall be deemed to be the principal amount of such SeriesSecurities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(18) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such Series do not bear interestSections, or any other defeasance provisions applicable to any Securities of the series, and, if other than by a Board Resolution, the applicable dates for purposes of Section 4.01 hereofmanner in which any election by the Company to defease such Securities shall be evidenced;
(19) whether the terms, if any, upon which Securities of such Series are the series may be convertible into or exchanged for other Securities, Common Shares, Preferred Shares, other debt securities, warrants to purchase any of the foregoing, or other securities of any kind of the Company or any other obligor or any other property, and the terms and conditions upon which the conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period, and any other additional provisions;
(20) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any deletions, modifications of or additions to the definitions set forth in Section 1.1, the Events of Default which apply to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(22) any addition to, deletion of or change in the covenants set forth in Article 10 which applies to Securities of the series;
(23) any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of the Securities of such series, including, without limitation, exchange rate agents and calculation agents;
(24) if applicable, the terms of any Mortgage that will be provided for a series of Securities, including any provisions regarding the circumstances under which collateral may be released or conditions substituted;
(25) if applicable, the terms of any guaranties for the Securities, including the terms of any subordination of such guaranties, and any circumstances under which there may be additional obligors on the Securities;
(26) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(27) whether Securities of the series shall be issuable in registered form or bearer form (registrable or not registrable as to principal, and with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of bearer securities and the terms upon which bearer Securities of a series may be exchanged for registered Securities of the same series and vice versa;
(28) the forms of the Securities of the Series are series;
(29) any terms which may be related to warrants, options or other rights to purchase and sell securities issued by the Company in connection with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may be issued used toward the exercise price of any such warrants, options or other rights;
(30) if the Securities of the series will be governed by, and the extent to which such Securities will be governed by, any law other than the laws of the state of New York;
(31) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)). All Securities of any one Series shall series need not be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except but may vary as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 3 contracts
Sources: Indenture (Fat Brands, Inc), Indenture (Fat Brands, Inc), Indenture (Fat Brands, Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriestranches of one or more series. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) 3.1.1 the title of the Securities Securities, including CUSIP Numbers, of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) 3.1.2 any limit upon the aggregate principal amount of the Securities of the Series that which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.093.5, 2.11 9.6 or 12.311.5 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) 3.1.3 the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) 3.1.4 the date or dates on which the principal of the Securities of the Series series is payable;
(5) 3.1.5 the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any interest is payablepayable on any Interest Payment Date;
(6) 3.1.6 the place or places where the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided and the manner in Section 3.02)which any payment may be made;
(7) 3.1.7 the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
3.1.8 the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 3.1.9 the rights, if any, of the Holders of the series to demand exchange of their Securities for Securities subject to a registration statement under the Securities Act declared effective by the Commission;
3.1.10 if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
3.1.11 if other than the currency of the United States, the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States for purposes of the definition of “Outstanding” in Section 1.1;
3.1.12 if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
3.1.13 if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
3.1.14 if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.025.2;
(9) the obligation3.1.15 any collateral or other security pledged against payment of principal, interest or premium, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) 3.1.16 the currency or currenciesapplicability, non-applicability, or currency unit or currency units in which payments variation, of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents Section 10.7 with respect to the Securities of such Seriesseries;
(18) 3.1.17 if and as applicable, that the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.4 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(20) 3.1.18 the applicationterms and conditions, if any, of either pursuant to which the Securities are convertible into or both of Sections 10.01(B)(ii) and 10.01(B)(iii) exchangeable for any other securities;
3.1.19 any addition to or change in the covenants set forth in Article 10 which applies to the Securities of the Seriesseries;
3.1.20 the applicability of Article 13 with respect to the Securities of such series; and
(21) 3.1.21 any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1.5). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in issue price and first payment of interest. If any of the immediately succeeding paragraph, and except as may otherwise be provided in or terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer Action action shall be certified by the Secretary or an Assistant Secretary of such resolution board and delivered to the Trustee at or prior to the delivery of the Board Officers’ Certificate setting forth the terms of Directors or in any such indenture supplemental heretothe series. All Securities of any one Series need not be issued at the same time, Notwithstanding Section 3.1.2 herein and unless otherwise providedexpressly provided with respect to a series of Securities, the aggregate principal amount of a Series series of Securities may be reopened for issuances of increased and additional Securities of such Series. Each Series series may be issued in one or more Tranches. Except up to the maximum aggregate principal amount authorized with respect to such series as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceincreased.
Appears in 3 contracts
Sources: Indenture (Vale Overseas LTD), Indenture (Vale Overseas LTD), Indenture (Vale Overseas LTD)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution, and, subject to Section 3.03, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.09Section 3.05, 2.11 Section 3.06, Section 9.06 or 12.3Section 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the any Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any such interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal of and any premium and interest on any Securities of the Series series shall be payable (if other than as provided and the manner in Section 3.02)which any payment may be made;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany and, pursuant if other than by a Board Resolution, the manner in which any election by the Company to any sinking fund or otherwiseredeem the Securities shall be evidenced;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer Company to redeem, redeem or purchase or repay any Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(129) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(11) if other than the currency of the United States of America, the currency, currencies, composite currency, composite currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for the purposes of making payment in the currency of the United States of America and applying the definition of “Outstanding” in Section 1.01;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies, composite currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies, composite currency, composite currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the form entire principal amount thereof, the portion of the principal amount of any Securities (or forms thereof if Unregistered and Registered Securities of the series which shall be issuable in such Series), including such legends as required by law or as payable upon declaration of acceleration of the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered SecuritiesMaturity thereof pursuant to Section 5.02;
(14) if the currency or currencies, or currency unit or currency units in which payments principal amount payable at the Stated Maturity of interest or principal and other amounts are payable with respect to the any Securities of the Series are series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be denominatedthe principal amount of such Securities as of any such date for any purpose thereunder or hereunder, payableincluding the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, redeemable or repurchasablein any such case, as the case may bemanner in which such amount deemed to be the principal amount shall be determined);
(15) whether if applicable, that the Securities of the Series are issuable series, in Trancheswhole or any specified part, shall not be defeasible pursuant to Section 13.02 or Section 13.03 or both such Sections, and, if such Securities may be defeased, in whole or in part, pursuant to either or both such Sections, any provisions to permit a pledge of obligations other than U.S. Government Obligations (or the establishment of other arrangements) to satisfy the requirements of Section 13.04(1) for defeasance of such Securities and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
(16) whetherif applicable, and under what circumstances, the that any Securities of any Series the series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04, any addition to, elimination of or other change in the circumstances set forth in Clause (2) of the penultimate paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof and any other provisions governing exchanges or transfers of any such Global Security;
(17) any addition to, elimination of or other change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;
(18) any addition to, elimination of or other change in the covenants set forth in Article X which applies to Securities of the series;
(19) any provisions necessary to permit or facilitate the issuance, payment or conversion of any Securities of the series that may be converted into securities or other property other than Securities of the same series and of like tenor, whether in addition to, or in lieu of, any payment of principal or other amount and whether at the option of the Company or otherwise;
(20) if applicable, that Persons other than those specified in Section 1.11 shall have such benefits, rights, remedies and claims with respect to any Securities of the series or under this Indenture with respect to such Securities, as and to the extent provided for such Securities;
(2021) any change in the application, if any, actions permitted or required under this Indenture to be taken by or on behalf of either or both the Holders of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Seriesseries, including any such change that permits or requires any or all such actions to be taken by or on behalf of the Holders of any specific Securities of the series rather than or in addition to the Holders of all Securities of the series;
(22) if the Securities of the series are to be guaranteed by any Guarantors, the names of the Guarantors of the Securities of the series (which may, but need not, include any or all of the Initial Guarantors) and the terms of the Guarantees of the Securities of the series, if such terms differ from those set forth in Section 14.01, and any deletions from, or modifications or additions to, the provisions of Article XIV or any other provisions of this Indenture in connection with the Guarantees of the Securities of the series;
(23) any provisions for subordination of any Securities of the series to other indebtedness of the Company (including Securities of other series);
(24) whether the Securities of such series are to be secured by any property, assets or other collateral and, if so, the applicable collateral, any deletions from, or modifications or additions to, the provisions of Article XV hereof or any other provisions of this Indenture in connection therewith or in connection with any other instrument or agreement entered into in connection therewith; and
(2125) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). If the Securities of the series are to be guaranteed by any Guarantor pursuant to Article XIV, there shall be established in or pursuant to a Guarantor’s Board Resolution of such Guarantor and, subject to Section 3.03, set forth, or determined in the manner provided, in a Guarantor’s Officers’ Certificate of such Guarantor, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of the series, the terms of the Guarantees by such Guarantor with respect to the Securities of the series, if such terms differ from those set forth in Section 14.01. All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise providedprovided pursuant to this Section 3.01 for any series, a Series after issuance of Securities of such series, such series may be reopened for issuances of additional Securities of such Seriesthat series. Each Series The terms of any Security of a series may differ from the terms of other Securities of the same series, if and to the extent provided pursuant to this Section 3.01. The matters referenced in any or all of Clauses (1) through (24) above may be issued in one established and set forth or more Tranches. Except determined as provided in the foregoing paragraph, aforesaid with respect to all or any specific Securities of a Tranche series (in each case to the extent permitted by the Trust Indenture Act). If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall have be certified by the same issue dateSecretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. If any of the terms of the Guarantees by any Guarantor of the Securities of the series are established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, maturity date, interest rate a copy of an appropriate record of such action shall be certified by the Secretary or method an Assistant Secretary of determining interest, redemption such Guarantor and repayment provisions, interest payment dates, and, in delivered to the case Trustee at or prior to the delivery of Original Issue Discount Securities, the same issue priceGuarantor’s Officers’ Certificate of such Guarantor setting forth the terms of such Guarantees.
Appears in 3 contracts
Sources: Indenture (Horsehead Corp), Indenture (Horsehead Corp), Indenture (Ruth's Chris Steak House Texas, L.P.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution one or more Board Resolutions of the Board of Directors or an Officer Action and set forth in a Board Resolution, or to the extent established pursuant to (rather than set forth in) such Board Resolution in an Officers’ Certificate' Certificate detailing such establishment, or and/or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any Seriesseries,
(1) the title designation of the Securities of the Series series (which title shall distinguish the may be part of a series of Securities of the Series from all other Securities issued by the Issuerpreviously issued);
(2) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of and transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.8, 2.092.9, 2.11 or 12.3);
(3) any date on which the principal of, and premium, if other than 100% any, on the Securities of their principal amount, the percentage of their principal amount series is payable;
(4) the rate or rates at which the Securities of the Series will be offered;
(4) the date or dates on which the principal of the Securities of the Series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of Registered Securities, the and on which a record dates shall be taken for the determination of Holders to whom interest is payablepayable and/or the method by which such rate or rates or date or dates shall be determined and the basis on which interest shall be calculated if other than a 360-day year consisting of twelve 30-day months;
(65) the place or places where the principal of, and premium, if any, or any interest on Securities of the Series series shall be payable (if other than as provided in Section 3.023.2);
(76) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(97) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether series pursuant to any mandatory redemption, sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the any terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) 8) if other than denominations of $1,000 and any integral multiple thereofof $1,000 thereafter, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which Securities of the Series series shall be issuable;
(139) if other than the form principal amount thereof, the portion of the principal amount of Securities (or forms thereof if Unregistered and Registered Securities of the series which shall be issuable in such Series), including such legends as required by law or as payable upon declaration of acceleration of the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securitiesmaturity thereof;
(1410) the currency or currencies, currencies or currency unit or currency units in which the Securities of that series are denominated (including but not limited to Dollars, any Foreign Currency or ECU) and the aggregate principal amount of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration and transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to this Indenture);
(11) if other than the currency or currencies or currency unit or currency units in which the Securities of that series are denominated, the currency or currencies or currency unit or currency units in which payment of the principal of, premium, if any, or interest on the Securities of such series shall or may be payable;
(12) if the principal of, premium, if any, or interest on the Securities of such series are to be payable, at the election of the Issuer or a holder thereof, in a currency or currencies or currency unit or currency units other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;
(13) if the amount of payments of principal of, premium, if any, and interest or principal and other amounts are payable with respect to on the Securities of the Series series may be determined with reference to an index based on a currency or currencies or currency unit or currency units other than that in which the Securities of the series are denominated, the manner in which such amount shall be determined;
(14) whether the Securities of the series are to be denominated, payable, redeemable convertible or repurchasable, as exchangeable for other securities of the case may beIssuer or any other Person and the terms and conditions thereof;
(15) whether any of the Securities of the Series are series will be issuable in Tranchesas Global Securities;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, depositaries, authenticating or Paying Agentspaying agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Seriesseries; and
(2117) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue price.
Appears in 3 contracts
Sources: Indenture (Unisys Corp), Indenture (Unisys Corp), Indenture (Unisys Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.3, 2.093.4, 2.11 3.5, 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the and premium, if any, on any Securities of the Series series is payablepayable or the method of determination and/or extension of such date or dates; and the amount or amounts of such payments of principal and premium, if any, or the method of determination thereof;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, if other that as set forth in the case of Registered SecuritiesSection 1.1, the record Regular Record Date for any such interest payable on any Interest Payment Date (or the method for determining the dates for the determination of Holders to whom interest is payableand rates);
(6) whether any of such Securities will be subject to certain optional interest rate reset provisions;
(7) the place or places where the principal of and any premium and interest on on, or any Additional Amounts with respect to, the Securities of the Series series shall be payable (payable, where the Securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other than as provided in Section 3.02)means;
(7a) the period or periods within which, the price or prices at which, the period currency or periods within which currencies (including currency units) and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, pursuant to any sinking fund or otherwise;
(8) b) if other than the principal amount thereofas provided in Section 11.3, the portion of manner in which the principal amount of particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption and (c) if other than by a Board Resolution, the Series manner in which any election by the Company to redeem the Securities shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02evidenced;
(9) the obligation, if any, of the Issuer Company to redeem, purchase or repay any Securities of the Series whether series pursuant to any sinking fund fund, amortization or analogous provisions or pursuant to other provisions set forth therein upon the happening of a specified event or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationobligation and any provisions for the remarketing of such Securities;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(1711) if other than the Trustee, the identity of the Securities Registrar and/or the Paying Agent;
(12) if the amount of principal of or any trusteespremium or interest on or other payments, authenticating if any, on any Securities of the series may be determined with reference to an index, formula or Paying Agentsother method (which index, transfer agents formula or registrars method may be based, without limitation, on the price of one or more commodities, derivatives or securities; one or more securities, derivatives or commodities exchange indices or other indices; a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable; or any other agents variable or the relationship between any variables or combination of variables), the index, formula or other method by which such amounts shall be determined;
(13) if other than the currency of the United States of America, the currency, currencies or currency units (including composite currencies) in which the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;
(14) if the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(15) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(16) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(17) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such SeriesSections, or any other defeasance provisions applicable to any Securities of the series, and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
(18) the terms, if the any, upon which Securities of such Series do not bear interestthe series may be convertible into or exchanged for other Securities, common shares, preferred shares, other debt securities, warrants to purchase any of the foregoing, or other securities of any kind of the Company or any other obligor or any other property, and the terms and conditions upon which the conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the applicable dates for purposes of Section 4.01 hereofconversion or exchange period, and any other additional provisions;
(19) whether the if applicable, that any Securities of such Series are to the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4;
(20) the applicationany deletions, if any, modifications of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) additions to the definitions set forth in Section 1.1, the Events of Default which apply to any Securities of the Series; andseries and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(21) any addition to, deletion of or change in the covenants set forth in Article 10 which applies to Securities of the series;
(22) any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of the Securities of such series, including, without limitation, exchange rate agents and calculation agents;
(23) if applicable, the terms of any Mortgage that will be provided for a series of Securities, including any provisions regarding the circumstances under which collateral may be released or conditions substituted;
(24) if applicable, the terms of any guaranties for the Securities, including the terms of any subordination of such guaranties, and any circumstances under which there may be additional obligors on the Securities;
(25) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(26) whether Securities of the series shall be issuable in registered form or bearer form (registrable or not registrable as to principal, and with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of bearer securities and the terms upon which bearer Securities of a series may be exchanged for registered Securities of the same series and vice versa;
(27) the forms of the Securities of the Series are series;
(28) any terms which may be related to warrants, options or other rights to purchase and sell securities issued by the Company in connection with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may be issued used toward the exercise price of any such warrants, options or other rights;
(29) if the Securities of the series will be governed by, and the extent to which such Securities will be governed by, any law other than the laws of the state of New York;
(30) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)). All Securities of any one Series shall series need not be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except but may vary as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 3 contracts
Sources: Indenture (LTC Properties Inc), Indenture (LTC Properties Inc), Indenture (LTC Properties Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution and (subject to Section 3.03) set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any Series,series:
(1) the The title of the Debt Securities of the Series series (which title shall distinguish the Debt Securities of the Series such series from all other Securities issued by the Issuerseries of Debt Securities);
(2) The aggregate principal amount of such series of Debt Securities and any limit upon on the aggregate principal amount of the Debt Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the Series such series pursuant to Sections 2.083.04, 2.093.05, 2.11 3.06, 11.06 or 12.313.07);
(3) if other than 100% of their principal amount, the The percentage of their the principal amount at which the Debt Securities of the Series such series will be offeredissued and, if other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity or upon redemption thereof or the method by which such portion shall be determined;
(4) The date or dates on which, or periods during which, the Debt Securities of the series may be issued, and the date or dates or the method by which such date or dates will be determined, on which the principal of (and premium, if any, on) the Debt Securities of such series are or may be payable (which, if so provided in such Board Resolution or supplemental indenture, may be determined by the Company from time to time as set forth in the Debt Securities of the Series is payableseries issued from time to time);
(5) the The rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Debt Securities of the Series series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest, if any, shall accrue or the method by which such date or dates shall be determined (which, in either case or both, if so provided in such Board Resolution or supplemental indenture, may be determined by the Company from time to time and set forth in the Debt Securities of the series issued from time to time) and the circumstances, if any, in which the Company may defer interest shall accrue, payments; and the interest payment dates Interest Payment Dates on which such interest shall be payable and(or the method of determination thereof), and the Regular Record Dates, if any, for the interest payable on such Interest Payment Dates and the notice, if any, to Holders regarding the determination of interest, the manner of giving such notice, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and any conditions or contingencies as to the payment of interest in cash or otherwise, if any;
(6) The place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee (in the case of Registered Securities) or the principal London office of the Trustee (in the case of Bearer Securities), the record dates for the determination of Holders to whom interest is payable;
(6) the place or places where the principal of (and premium, if any) and interest on Debt Securities of the Series series shall be payable (and where such Debt Securities may be surrendered for conversion or registration of transfer or exchange; the extent to which, or the manner in which, any interest payable on any Global Note on an Interest Payment Date will be paid, if other than in the manner provided in Section 3.07; the extent, if any, to which the provisions of the last sentence of Section 12.01 shall apply to the Debt Securities of the series; and the manner in which any principal of, or premium, if any, on, any Global Note will be paid, if other than as provided in Section 3.02)set forth elsewhere herein and whether any Global Note will require any notation to evidence payment of principal or interest;
(7) The obligation, if any, of the price Company to redeem, repay, purchase or prices offer to purchase Debt Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or upon other conditions or at which, the option of the Holder thereof and the period or periods within which or the dates on which, the prices at which and the terms and conditions upon which the Debt Securities of the Series series shall be redeemed, repaid, purchased or offered to be purchased, in whole or in part, pursuant to such obligation;
(8) The right, if any, of the Company to redeem the Debt Securities of such series at its option and the period or periods within which, or the date or dates on which, the price or prices at which, and the terms and conditions upon which, such Debt Securities may be redeemed, if any, in whole or in part, at the option of the Issuer, pursuant to any sinking fund Company or otherwise;
(8) 9) If the coin or Currency in which the Debt Securities shall be issuable is in Dollars, the denominations of such Debt Securities if other than denominations of $1,000 and any integral multiple thereof (except as provided in Section 3.04);
(10) Whether the Debt Securities of the series are to be issued as Discount Securities and the amount of discount with which such Debt Securities may be issued and, if other than the principal amount thereof, the portion of the principal amount of Debt Securities of the Series series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy Maturity thereof pursuant to Section 5.02;
(911) the obligationAdditional provisions, if any, for the defeasance or discharge of certain of the Issuer Company's obligations with respect to redeem, purchase or repay Debt Securities of the Series whether pursuant to series, which provisions may be in addition to, or in substitution for, or in modification of (or any sinking fund or analogous combination of the foregoing), the provisions or pursuant to other provisions set forth therein or at of the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Indenture;
(12) Whether Debt Securities of the Series shall series are to be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance issued as Registered Securities or Unregistered Bearer Securities or both, and the rights and, if Bearer Securities are issued, whether Coupons will be attached thereto, whether such Bearer Securities of the Holders to exchange Unregistered Securities series may be exchanged for Registered Securities of the Series series, as provided in Section 3.05(b) or to exchange Registered Securities of the Series for Unregistered Securities of the Series otherwise and the circumstances under which and the place or places at which any such exchanges, if permitted, may be made;
(1113) whether and under what circumstances the Issuer or Parent will pay Whether provisions for payment of additional amounts on the or tax redemptions shall apply and, if such provisions shall apply, such provisions; and, if Bearer Securities of the Series held by series are to be issued, whether a Person who is not a U.S. Person procedure other than that set forth in respect of taxes or similar charges withheld or deducted Section 3.04(b) shall apply and, if so, whether such other procedure, and if the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12procedure set forth in Section 3.04(b) if other than denominations of $1,000 and any integral multiple thereofshall apply, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may certifications to be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securitiesdelivered under such procedure;
(14) If other than Dollars, the currency Foreign Currency or currencies, or currency unit or currency units Currencies in which payments of interest or principal and other amounts are payable with respect to the Debt Securities of the Series are series shall be denominated or in which payment of the principal of (and premium, if any) and interest on the Debt Securities of the series may be made, and the particular provisions applicable thereto and, if applicable, the amount of Debt Securities of the series which entitles the Holder of a Debt Security of the series or its proxy to be denominated, payable, redeemable or repurchasable, as the case may beone vote for purposes of Section 9.05;
(15) whether If the principal of (and premium, if any) or interest on Debt Securities of the Series series are issuable to be payable, at the election of the Company or a Holder thereof, in Tranchesa Currency other than that in which the Debt Securities are denominated or payable without such election, in addition to or in lieu of the provisions of Section 3.10, the period or periods within which and the terms and conditions upon which, such election may be made and the time and the manner of determining the exchange rate or rates between the Currency or Currencies in which the Debt Securities are denominated or payable without such election and the Currency or Currencies in which the Debt Securities are to be paid if such election is made;
(16) whether, and under what circumstances, the The date as of which any Debt Securities of any Series the series shall be convertible into Securities of any dated, if other Seriesthan as set forth in Section 3.03;
(17) If the amount of payments of principal of (and premium, if any) or interest on the Debt Securities of the series may be determined with reference to an index, including, but not limited to, an index based on a Currency or Currencies other than that in which the TrusteeDebt Securities are denominated or payable, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to type of index, the Securities of manner in which such Seriesamounts shall be determined;
(18) if If the Debt Securities of the series are denominated or payable in a Foreign Currency, any other terms concerning the payment of principal of (and premium, if any) or any interest on such Series Debt Securities (including the Currency or Currencies of payment thereof);
(19) The designation of the original Currency Determination Agent, if any;
(20) The applicable Overdue Rate, if any;
(21) If the Debt Securities of the series do not bear interest, the applicable dates for purposes of Section 4.01 hereof7.01;
(1922) whether the Any addition to, or modification or deletion of, any Event of Default or covenant provided for in this Indenture with respect to Debt Securities of such Series the series;
(23) If Bearer Securities of the series are to be issuable issued, (x) whether interest in respect of any portion of a temporary Debt Security in global form (representing all of the Outstanding Bearer Securities of the series) payable in respect of any Interest Payment Date prior to the exchange of such temporary Debt Security for definitive Debt Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Debt Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date, (y) the terms upon which interests in such temporary Debt Security in global form may be exchanged for interests in a permanent Global Note or for definitive Debt Securities of the series and the terms upon which interests in a permanent Global Note, if any, may be exchanged for definitive Debt Securities of the series and (z) the cities and the Authorized Newspapers designated for the purposes of giving notices to Holders;
(24) Whether the Debt Securities of the series shall be issued in whole or in part in the form of one or more Depository Securities, Global Notes and, in such case, the Depository U.S. Depositary or any Common Depositary for such Global Note or Notes; and if the Debt Securities of the series are issuable only as Registered Securities, the manner in which and the circumstances under which Global Notes representing Debt Securities of the series may be exchanged for Registered Securities in definitive form, if other than, or in addition to, the manner and circumstances specified in Section 3.04(c);
(2025) the applicationThe designation, if any, of either any depositaries, trustees (other than the Trustee), Paying Agents, Authenticating Agents, Conversion Agents, Security Registrars (other than the Trustee) or both of Sections 10.01(B)(ii) and 10.01(B)(iii) other agents with respect to the Debt Securities of such series;
(26) If the SeriesDebt Securities of such series will be issuable in definitive form only upon receipt of certain certificates or other documents or upon satisfaction of certain conditions, the form and terms of such certificates, documents or conditions;
(27) Whether the Debt Securities of such series will be convertible into shares of Common Stock or other securities or property of the Company, and, if so, the terms and conditions, which may be in addition to or in lieu of the provisions contained in this Indenture, upon which such Debt Securities will be so convertible, including the conversion price and the conversion period;
(28) The portion of the principal amount of the Debt Securities which will be payable upon declaration of acceleration of the maturity thereof, if other than the principal amount thereof;
(29) The terms, if any, on which the Debt Securities of such series will be subordinate to other debt of the Company;
(30) Any listing of the Debt Securities on a securities exchange;
(31) The provisions, if any, relating to any security provided for the Debt Securities of such series; and
(2132) any Any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Debt Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or Board Resolution and (subject to Section 3.03) set forth in such resolution of the Board of Directors Officers' Certificate, or in any such indenture supplemental hereto. All Debt Securities of any one Series series need not be issued at the same time, and unless otherwise providedPROVIDED, a Series series may be reopened for issuances issuance of additional Debt Securities of such Seriesseries. Each Series may be issued in one or more Tranches. Except as provided in If any of the foregoing paragraph, all Securities terms of a Tranche series of Debt Securities is established in or pursuant to a Board Resolution, a copy of such Board Resolution shall have be certified by the same issue date, maturity date, interest rate Secretary or method an Assistant Secretary of determining interest, redemption the Company and repayment provisions, interest payment dates, and, in delivered to the case Trustee at or prior to the delivery of Original Issue Discount Securities, the same issue priceOfficers' Certificate setting forth the terms of the series.
Appears in 3 contracts
Sources: Indenture (Hilton Hotels Corp), Indenture (Hilton Hotels Corp), Indenture (Park Place Entertainment Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 304, 2.09305, 2.11 306, 906 or 12.31107);
(3) whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form, and, if so, whether beneficial owners of interests in any such global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than 100% of their principal amountin the manner provided in Section 203, and the percentage of their principal amount at which the Depositary for any global Security or Securities of the Series will be offeredsuch series;
(4) the manner in which any interest payable on a temporary global Security on any Interest Payment Date will be paid if other than in the manner provided in Section 304;
(5) the date or dates on which the principal of (and premium, if any, on) the Securities of the Series series is payable;payable or the method of determination thereof,
(56) the rate or rates (which may be fixed or variable)rates, or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in the case of Registered Securities, the record dates for the determination of Holders to whom interest is payable;
(6) the place or places where the principal and interest on Securities of the Series shall be payable (if other than as provided set forth in Section 3.02)101, the Regular Record Date for the interest payable on any Securities on any Interest Payment Date;
(7) the price place or prices at whichplaces where, subject to the provisions of Section 1002, the principal of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities of the series shall be payable;
(8) the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, if the Company is to have that option, and the manner in which the Company must exercise any such option, if different from those set forth herein;
(9) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased in whole or in part pursuant to such obligation;
(8) 10) the denomination in which any Securities of that series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof;
(11) the currency or currencies (including composite currencies) if other than Dollars, or the form, including equity securities, other debt securities (including Securities), warrants or any other securities or property of the Company or any other Person, in which payment of the principal of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities of the series shall be payable;
(12) if the principal of (and premium, if any) or interest on or any Additional Amounts with respect to the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies (including composite currencies) other than that in which the Securities are stated to be payable, the currency or currencies (including composite currencies) in which payment of the principal of (and premium, if any) and interest on, and any Additional Amounts with respect to, Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if the amount of payments of principal of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities of the series may be determined with reference to any commodities, currencies or indices, values, rates or prices or any other index or formula, the manner in which such amounts shall be determined;
(14) if other than the entire principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be502;
(15) whether any additional means of satisfaction and discharge of this Indenture with respect to Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trusteeseries pursuant to Section 401, any trustees, authenticating additional conditions to discharge pursuant to Section 401 or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(20) 403 and the application, if any, of either Section 403;
(16) any deletions or both modifications of Sections 10.01(B)(ii) and 10.01(B)(iii) or additions to the definitions set forth in Section 101, the Events of Default set forth in Section 501 or covenants of the Company set forth in Article Ten pertaining to the Securities of the Seriesseries;
(17) if the Securities of the series are to be convertible into or exchangeable for equity securities, other debt securities (including Securities), warrants or any other securities or property of the Company or any other Person, at the option of the Company or the Holder or upon the occurrence of any condition or event, the terms and conditions for such conversion or exchange; and
(2118) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. All At the option of the Company, interest on the Securities of any one Series need not series that bears interest may be issued at paid by mailing a check to the same time, and unless otherwise providedaddress of any Holder as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a Series may be reopened for issuances copy of additional Securities an appropriate record of such Seriesaction together with such Board Resolution shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. Each Series may The Securities shall be issued subordinated in one or more Tranches. Except right of payment to Senior Indebtedness as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceArticle Thirteen.
Appears in 3 contracts
Sources: Indenture (Key Energy Group Inc), Indenture (Veritas DGC Inc), Indenture (Key Energy Services Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.03, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series, including CUSIP Numbers (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 9.06 or 12.311.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of "Outstanding" in Section 1.01;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy Maturity thereof pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currenciesapplicability, nonapplicability, or currency unit or currency units in which payments variation, of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents Article XIII with respect to the Securities of such Series;
(1815) if applicable, that the Securities of such Series do not bear interest, the applicable dates for purposes series shall be subject to either or both of Section 4.01 hereofDefeasance or Covenant Defeasance as provided in Article XIV;
(1916) whether if and as applicable, that the Securities of such Series are to the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(2017) any addition to or change in the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) covenants set forth in Article X which applies to the Securities of the Seriesseries; and
(2118) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. All Securities If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any one Series need not be issued at the same time, series of Securities ("Add On Securities") having terms and unless otherwise provided, a Series may be reopened for issuances of additional Securities conditions identical to those of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities series of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the same issue pricefirst Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 3 contracts
Sources: Indenture (Jefferies Group Inc /De/), Indenture (Jefferies Group Inc /De/), Indenture (Jefferies Group Inc /De/)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more Seriesseries. There Prior to the issuance of Securities of any series, there shall be established in or pursuant to a resolution of the (a) one or more Board of Directors or an Officer Action Resolutions and set forth in an Officers’ Certificate, Certificate or established in (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,:
(1i) the title of the Securities of the Series series, including Cusip numbers (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2ii) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.082.02, 2.093.06, 2.11 3.07, 3.09, 9.05 or 12.311.07);
(3iii) if other than 100% of their principal amount, the percentage of their principal amount at date or dates on which the Securities of the Series will series may be offeredissued;
(4iv) the date or dates on which the principal of the Securities of the Series is series shall be payable, or the method of determination thereof;
(5v) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Record Dates for the determination of Holders to whom interest is payable;
(6vi) the place or places where the principal of, and interest on interest, if any, on, the Securities of the Series series shall be payable (if other than as provided in Section 3.024.02);
(7vii) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwiseCompany;
(8) viii) if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.026.02;
(9ix) the obligation, if any, of the Issuer Company to redeem, purchase or repay Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12x) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which Securities of the Series series shall be issuable;
(13xi) the form of the Securities of the series, including any legends (if other than as provided in Section 2.03);
(xii) if other than U.S. dollars, the currency or forms thereof if Unregistered and Registered currencies or units based on or related to currencies in which Securities of the series shall be issuable denominated and in such Series)which payments of principal of, including such legends as required by law and any interest on, Securities of the series, or as the Issuer deems necessary any other amounts payable with respect thereto, shall or appropriate, the form of any coupons or temporary global security which may be issued payable;
(xiii) whether any special terms and conditions relating to the forms payment of any certificates which may be required hereunder or which additional amounts in respect of payments on the Issuer may require Securities of the series shall, in connection with the offeringevent of certain changes in the United States federal income tax laws, sale, delivery or exchange of Unregistered apply to such Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19xiv) whether the Securities of such Series the series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, if other than The Depository Trust Company, the Depository Depositary for such Securities;
(20xv) the application, if any, additional Events of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) Default with respect to the Securities of the Seriesseries, if any, other than those set forth herein;
(xvi) if either or both of Section 8.02 and Section 8.03 shall be inapplicable to the Securities of the series (provided, that if no such inapplicability shall be specified, then both Section 8.02 and Section 8.03 shall be applicable to such Securities);
(xvii) additional covenants with respect to Securities of the series, if any, other than those set forth herein;
(xviii) if other than the Trustee, the identity of the Registrar and any Paying Agent for the Securities of the series; and
(21xix) any other terms or conditions upon which of the Securities of the Series are series and any other deletions from, modifications of, or additions to be issued (which terms shall not be inconsistent with the provisions this Indenture in respect of this Indenture)such Securities. All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or Board Resolution and set forth in such resolution of the Board of Directors Officers’ Certificate or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless Unless otherwise provided, a Series series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 3 contracts
Sources: Indenture (Dean Illinois Dairies, LLC), Indenture (Model Dairy, LLC), Indenture (Dean Foods Co/)
Amount Unlimited; Issuable in Series. (a) The aggregate ------------------------------------ principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more Series. There series.
(b) The following matters shall be established and (subject to Section 3.3) set forth, or determined in or pursuant to a resolution of the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ ' Certificate, a Board Resolution or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,:
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for which limit shall not pertain to (i) Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.093.5, 2.11 3.6, 8.6 or 12.310.7, and (ii) any Securities which, pursuant to the last paragraph of Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates on which the principal of the Securities of the Series series is payablepayable or the method of determination thereof;
(54) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the method of calculating such rate or rates of interest, the date or dates from which such interest shall accrueaccrue or the method by which such date or dates shall be determined, the interest payment dates Interest Payment Dates on which any such interest shall be payable andand the Regular Record Date, in if any, for the case interest payable on any Security of Registered Securitiessuch series on any Interest Payment Date;
(5) the place or places where, subject to the provisions of Section 9.2, the record dates for principal of, premium, if any, and interest, if any, on Securities of the determination of Holders to whom interest is series shall be payable;
(6) the place period or places where the principal and interest on Securities of the Series shall be payable (if other than as provided in Section 3.02);
(7) periods within which, the price or prices at which, the period or periods within which and the other terms and conditions upon which which, Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany and, if other than as provided in Section 10.3, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption;
(7) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or upon the happening of a specified event or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the other terms and conditions upon which, Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(9) if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 5.01 5.2 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in method by which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series portion shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationdetermined;
(10) if other than as provided in Section 3.7, the issuance as Registered Securities or Unregistered Securities or bothPerson to whom any interest on any Security of the series shall be payable, and the rights of extent to which, or the Holders to exchange Unregistered Securities for Registered Securities of manner in which (including any certification requirement and other terms and conditions under which), any interest payable on a temporary or permanent global Security on an Interest Payment Date will be paid if other than in the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series manner provided in Section 2.3 and the circumstances under which any such exchangesSection 3.4, if permitted, may be madeas applicable;
(11) whether and under what circumstances provisions, if any, granting special rights to the Issuer or Parent will pay additional amounts on the Holders of Securities of the Series held by a Person who is not a U.S. Person in respect series upon the occurrence of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amountsevents as may be specified;
(12) if other than denominations any deletions from, modifications of $1,000 and any integral multiple thereof, or additions to the denominations, which may be Events of Default set forth in Dollars, any Foreign Currency Section 5.1 or ECU, covenants of the Company set forth in which Article 9 pertaining to the Securities of the Series shall be issuableseries;
(13) if other than as provided in Sections 4.4 and 4.5, the form means of defeasance or covenant defeasance as may be specified for the Securities (of or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as within the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securitiesseries;
(14) if other than the currency or currenciesTrustee, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities identity of the Series are to be denominated, payable, redeemable or repurchasable, as the case may beRegistrar and any Paying Agent;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable issued in whole or in part in the temporary or permanent global form of one or more Depository Securities, and, in such caseif so, (i) the Depository initial Depositary for such Securities;
global Securities and (20ii) if other than as provided in Section 3.4 or 3.5, as applicable, whether and the application, if any, circumstance under which beneficial owners of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the interests in any Securities of the Seriesseries in temporary or permanent global form may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination; and
(2116) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). , including without limitation any terms which may be required by or advisable under United States laws or regulations or advisable in connection with the marketing of Securities of the series.
(c) All Securities of any one Series series shall be substantially identical except as to denominationdenomination and the rate or rates of interest, except as provided in if any, and Stated Maturity, the immediately succeeding paragraphdate from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to such Officer Action an Officers' Certificate or such resolution of the a Board of Directors Resolution pursuant to this Section 3.1 or in any such an indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Seriesseries or for the establishment of additional terms with respect to the Securities of such series.
(d) If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of such Board Resolution shall be certified by the Corporate Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth, or providing the manner for determining, the terms of the Securities of such series, and, if requested by the Trustee, an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication and delivery thereof. Each Series With respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officers' Certificate may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be issued specified in a Company Order or that such terms shall be determined by the Company, or one or more Tranches. Except as provided of the Company's agents designated in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, andan Officers' Certificate, in accordance with the case Company Order as contemplated by the first proviso of Original Issue Discount Securities, the same issue pricethird paragraph of Section 3.3.
Appears in 3 contracts
Sources: Indenture (St Paul Bancorp Inc), Indenture (Farmland Industries Inc), Indenture (St Paul Bancorp Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth forth, or determined in the manner provided, in an Officers’ Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series:
(1a) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the Issuerand which may be part of a series of Securities previously issued);
(2b) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.09Section 3.5, 2.11 Section 3.6, Section 9.6 or 12.3Section 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3c) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4d) the date or dates on which the principal of the Securities of the Series series is payablepayable or the method of determination thereof;
(5e) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the formula, method or provision pursuant to which such rate or rates are determined, the date or dates from which such interest shall accrueaccrue or the method of determination thereof, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom interest is payablepayable on any Interest Payment Date;
(6f) the place or places where where, subject to the provisions of Section 10.2, the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided payable, Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange, and notices and demands to or upon the Company in Section 3.02)respect of the Securities of the series and this Indenture may be served;
(7g) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(h) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) i) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(j) whether payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for taxes, assessments or governmental charges paid by Holders of the series;
(k) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which series that shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.025.2;
(9l) if the obligation, if any, amount of the Issuer to redeem, purchase payments of principal of and any premium or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts interest on the Securities of the Series held by a Person who is not a U.S. Person series may be determined with reference to an index, the manner in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem which such Securities rather than pay such additional amountsamounts shall be determined;
(12m) if other than denominations of $1,000 and any integral multiple thereofas applicable, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to that the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(20n) any deletions from, modifications of or additions to the application, if any, Events of either Default set forth in Section 5.1 or both the covenants of Sections 10.01(B)(ii) and 10.01(B)(iii) the Company set forth in Article Ten with respect to the Securities of such series;
(o) whether and under what circumstances the SeriesCompany will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem the Securities of the series rather than pay such additional amounts;
(p) if the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(q) if the Securities of the series are to be convertible into or exchangeable for any other security or property of the Company, including, without limitation, securities of another Person held by the Company or its Affiliates and, if so, the terms thereof;
(r) if other than as provided in Section 13.2 and Section 13.3, the means of Legal Defeasance or Covenant Defeasance as may be specified for the Securities of the series;
(s) if other than the Trustee, the identity of the initial Security Registrar and any initial Paying Agent;
(t) whether the Securities of the series will be guaranteed pursuant to the Securities Guarantee set forth in Article Fourteen, any modifications to the terms of Article Fourteen applicable to the Securities of such series and the applicability of any other guarantees; and
(21u) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of such Seriesseries or for the establishment of additional terms with respect to the Securities of such series. Each Series If any of the terms of the series are established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized officer or other authorized person on behalf of the Company and, if applicable, the Guarantors and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth, or providing the manner for determining, the terms of the series. With respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officer’s Certificate may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be issued specified in a Company Order or that such terms shall be determined by the Company and, if applicable, the Guarantors or one or more Tranches. Except as provided agents thereof designated in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, andan Officer’s Certificate, in the case of Original Issue Discount Securities, the same issue priceaccordance with a Company Order.
Appears in 3 contracts
Sources: Indenture (Sun Communities Inc), Indenture (Sun Communities Operating Limited Partnership), Indenture (Just Energy Group Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.3, 2.093.4, 2.11 3.5, 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the and premium, if any, on any Securities of the Series series is payablepayable or the method of determination and/or extension of such date or dates; and the amount or amounts of such payments of principal and premium, if any, or the method of determination thereof;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, if other that as set forth in the case of Registered SecuritiesSection 1.1, the record Regular Record Date for any such interest payable on any Interest Payment Date (or the method for determining the dates for the determination of Holders to whom interest is payableand rates);
(6) whether any of such Securities will be subject to certain optional interest rate reset provisions;
(7) the place or places where the principal of and any premium and interest on on, or any Additional Amounts with respect to, the Securities of the Series series shall be payable (payable, where the Securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other than as provided in Section 3.02)means;
(7a) the period or periods within which, the price or prices at which, the period currency or periods within which currencies (including currency units) and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, pursuant to any sinking fund or otherwise;
(8) b) if other than the principal amount thereofas provided in Section 11.3, the portion of manner in which the principal amount of particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption, and (c) if other than by a Board Resolution, the Series manner in which any election by the Company to redeem the Securities shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02evidenced;
(9) the obligation, if any, of the Issuer Company to redeem, purchase or repay any Securities of the Series whether series pursuant to any sinking fund fund, amortization or analogous provisions or pursuant to other provisions set forth therein upon the happening of a specified event or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationobligation and any provisions for the remarketing of such Securities;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(1711) if other than the Trustee, the identity of the Securities Registrar and/or the Paying Agent;
(12) if the amount of principal of or any trusteespremium or interest on or other payments, authenticating if any, on any Securities of the series may be determined with reference to an index, formula or Paying Agentsother method (which index, transfer agents formula or registrars method may be based, without limitation, on the price of one or more commodities, derivatives or securities; one or more securities, derivatives or commodities exchange indices or other indices; a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable; or any other agents variable or the relationship between any variables or combination of variables), the index, formula or other method by which such amounts shall be determined;
(13) if other than the currency of the United States of America, the currency, currencies or currency units (including composite currencies) in which the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;
(14) if the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(15) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(16) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(17) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such SeriesSections, or any other defeasance provisions applicable to any Securities of the series, and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
(18) the terms, if the any, upon which Securities of such Series do not bear interestthe series may be convertible into or exchanged for other Securities, Common Shares, Preferred Shares, other debt securities, warrants to purchase any of the foregoing, or other securities of any kind of the Company or any other obligor or any other property, and the terms and conditions upon which the conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the applicable dates for purposes of Section 4.01 hereofconversion or exchange period, and any other additional provisions;
(19) whether the if applicable, that any Securities of such Series are to the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4;
(20) the applicationany deletions, if any, modifications of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) additions to the definitions set forth in Section 1.1, the Events of Default which apply to any Securities of the Series; andseries and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(21) any addition to, deletion of or change in the covenants set forth in Article 10 which applies to Securities of the series;
(22) any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of the Securities of such series, including, without limitation, exchange rate agents and calculation agents;
(23) if applicable, the terms of any Mortgage that will be provided for a series of Securities, including any provisions regarding the circumstances under which collateral may be released or conditions substituted;
(24) if applicable, the terms of any guaranties for the Securities, including the terms of any subordination of such guaranties, and any circumstances under which there may be additional obligors on the Securities;
(25) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(26) whether Securities of the series shall be issuable in registered form or bearer form (registrable or not registrable as to principal, and with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of bearer securities and the terms upon which bearer Securities of a series may be exchanged for registered Securities of the same series and vice versa;
(27) the forms of the Securities of the Series are series;
(28) any terms which may be related to warrants, options or other rights to purchase and sell securities issued by the Company in connection with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may be issued used toward the exercise price of any such warrants, options or other rights;
(29) if the Securities of the series will be governed by, and the extent to which such Securities will be governed by, any law other than the laws of the state of New York;
(30) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)). All Securities of any one Series shall series need not be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except but may vary as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 3 contracts
Sources: Indenture (Fat Brands, Inc), Indenture (Fat Brands, Inc), Indenture (Fat Brands, Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.03, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series, including CUSIP Numbers (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 9.06 or 12.311.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy Maturity thereof pursuant to Section 5.02;
(914) the obligationif applicable, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on that the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series series shall be issuable;
(13) subject to either or both of Defeasance or Covenant Defeasance as provided in Article XIV or any changes in the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may beprovisions relating thereto;
(15) whether if and as applicable, that the Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(16) any additions or deletions to or changes in the covenants contemplated by Article X which applies to Securities of the series;
(17) additions or deletions to or changes in the provisions relating to the modification of the Indenture both with and without the consent of holders of Securities of the series;
(18) the form and terms of any guarantee of any Securities of the series and the provisions, if any, relating to any securities provided for the Securities of the series;
(19) if applicable, that the Securities of the series shall be subject to satisfaction and discharge as provided in Article IV or any changes in the provisions relating thereto;
(20) any addition to or change in the application, if any, Events of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) Default which applies to the any Securities of the Seriesseries and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms may modify, supplement or delete any provision of the Indenture with respect to such series; provided, however, that no such term may modify or delete any provision thereof if imposed by the Trust Indenture Act; provided, further, that any modification or deletion of the rights, duties or immunities of the Trustee hereunder shall not be inconsistent with have been consented to in writing by the provisions of this IndentureTrustee). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. All Securities If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an Officer and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of the series. The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any one Series need not be issued at the same time, series of Securities (“Add On Securities”) having terms and unless otherwise provided, a Series may be reopened for issuances of additional Securities conditions identical to those of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities series of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the same issue pricefirst Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 3 contracts
Sources: Indenture (BrightSpring Health Services, Inc.), Indenture (BrightSpring Health Services, Inc.), Indenture (BrightSpring Health Services, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be subordinated in right of payment to Senior Indebtedness as provided in Article Sixteen. The Securities may be issued in one or more Seriesseries. There shall be established in one or more Board Resolutions of the Issuer or pursuant to a resolution authority granted by one or more Board Resolutions of the Board of Directors or an Officer Action and Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers’ Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (19) below), if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time):
(1) the The form and title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other series of Securities), whether such Securities issued by are senior or subordinated and the Issuer)Issuer of such Securities;
(2) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 304, 2.09305, 2.11 306, 906, 1107 or 12.31305);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the Series is series shall be payable;
(4) the price or prices at which the Securities are being offered or the method of determining those prices;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, or the interest payment method by which such date or dates shall be determined, the Interest Payment Dates on which such interest shall be payable and, in the case of Registered Securitiespayable, the record dates right, if any, of the Issuer to defer or extend an Interest Payment Date, and the Regular Record Date, if any, for the determination interest payable on any Registered Security on any Interest Payment Date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than on the basis of Holders to whom interest is payablea 360-day year of twelve 30-day months;
(6) the place or places places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and interest premium, if any) and interest, if any, on Securities of the Series series shall be payable (payable, where any Registered Securities of the series may be surrendered for registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if other different than as provided the location specified in Section 3.02)106, the place or places where notices or demands to or upon the Issuer in respect of the Securities of the series and this Indenture may be served;
(7) the period or periods within which, the price or prices at which, the period or periods within which Currency in which, and the other terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerIssuer or a Holder thereof, if the Issuer or such Holder is to have that option;
(8) whether the Securities are guaranteed and, if so, the identity of the Guarantor(s), and any deletions from, modifications to, or additions to such Guarantees, Events of Default or covenants with respect to such Guarantees;
(9) the obligation or right, if any, of the Issuer to redeem, repay or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provision or at the option of a Holder thereof, and the period or periods within which, the price or prices at which, the Currency in which, and other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;
(8) 10) if other than denominations of $2,000 and any integral multiples of $1,000 in excess thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000 and any integral multiples of $1,000 in excess thereof, the denomination or denominations in which any Bearer Securities of the series shall be issuable;
(11) if other than the Trustee, the identity of each Security Registrar, Paying Agent and/or any other agent;
(12) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which series that shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 502 or provable in bankruptcy pursuant to Section 5.02the method by which such portion shall be determined;
(913) if other than Dollars, the obligationCurrency in which payment of the principal of (or premium, if any) or interest, if any, of on the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund series shall be payable or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(14) whether the amount of payments of principal of (or premium, if any) or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such Series amounts shall be determined;
(15) whether the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Issuer or a Holder thereof, in a Currency other than that in which and such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(16) the designation of the initial Exchange Rate Agent, if any, or any depositaries;
(17) the applicability, if any, of Sections 1402 and/or 1403 to the Securities of the Series series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen that shall be redeemed, purchased or repaid, in whole or in part, pursuant applicable to such obligationthe Securities of the series;
(1018) provisions, if any, granting special rights to the issuance Holders of Securities of the series upon the occurrence of such events as may be specified;
(19) any deletions from, modifications of or additions to the Events of Default or covenants with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(20) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or Unregistered Securities without coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities, whether such Securities of any series are to be issuable initially in temporary global form and the rights of the Holders to exchange Unregistered Securities for Registered whether any Securities of the Series series are to be issuable in permanent global form with or to without coupons and, if so, whether beneficial owners of interests in any such permanent global Security may exchange Registered such interests for Securities of the Series for Unregistered Securities such series and of the Series like tenor of any authorized form and denomination and the circumstances under which any such exchangesexchanges may occur, if permittedother than in the manner provided in Section 305, whether Registered Securities of the series may be madeexchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), and the circumstances under which and the place or places where any such exchanges may be made and if Securities of the series are to be issuable in global form, the identity and any temporary global security representing Outstanding Securities of any initial depository therefor;
(1121) the date as of which any Bearer Securities of the series and any temporary global security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(22) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 304;
(23) if Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions;
(24) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;
(25) whether, under what circumstances and the Currency in which the Issuer or Parent will pay additional amounts Additional Amounts as contemplated by Section 1005 on the Securities of the Series held by a Person who is not a U.S. Person series to any Holder (including any modification to the definition of such term) in respect of taxes any tax, assessment or similar charges withheld or deducted governmental charge and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amountsAdditional Amounts (and the terms of any such option);
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(1826) if the Securities of such Series do not bear interestthe series are to be convertible into or exchangeable for any securities of any Person (including the Company or the Issuer), the applicable dates for purposes of Section 4.01 hereofterms and conditions upon which such Securities will be so convertible or exchangeable;
(1927) whether the Securities of such Series series or any Guarantees thereof are subject to be issuable in whole or in part in subordination and the form terms of one or more Depository Securities, and, in such case, the Depository for such Securitiessubordination;
(2028) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Seriesseries are to be listed on any exchange or automated quotation system or admitted to trading on any market;
(29) whether the Securities of the series are to be made eligible for any asset purchase or similar program as part of monetary policy measures implemented by any central bank or similar institution; and
(2130) any other terms terms, conditions, rights and preferences (or conditions upon which limitations on such rights and preferences) relating to the Securities of the Series are to be issued series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture). All Securities of any one Series series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action Board Resolution or pursuant to authority granted by one or more Board Resolutions (subject to Section 303) and set forth in such resolution of the Board of Directors Officer’s Certificate or in any such indenture supplemental hereto. All Not all Securities of any one Series series need not be issued at the same time, and and, unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Seriesseries. Each Series may If any of the terms of the series are established by action taken pursuant to one or more Board Resolutions of the Issuer or pursuant to authority granted by one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee at or prior to the issuance of the first Security of such series. It is intended that any Securities issued in global form under the New Safekeeping Structure will be recognized as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue, or at any or all times during their life. Any such Securities will be issued in one or more Tranches. Except permanent global form, without interest coupons, safekept by the Common Safekeeper, as provided in common safe-keeper for the foregoing paragraphICSD, all Securities of a Tranche shall have duly executed by the same issue dateIssuer, maturity date, interest rate or method of determining interest, redemption authenticated by the Security Registrar and repayment provisions, interest payment dates, and, in effectuated by the case of Original Issue Discount Securities, the same issue priceCommon Safekeeper.
Appears in 3 contracts
Sources: Indenture Agreement (American Medical Systems Europe B.V.), Indenture (Boston Scientific Corp), Indenture Agreement (American Medical Systems Europe B.V.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, hereto prior to the issuance of Securities of any Series,series:
(1a) the title of the Securities of and the Series (series in which title such Securities shall distinguish the Securities of the Series from all other Securities issued by the Issuer)be included;
(2b) any limit the limit, if any, upon the aggregate principal amount of the Securities of such title and the Series that Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.093.5, 2.11 3.6, 9.6 or 12.311.7);
(3c) if other than 100% of their principal amount, the percentage of their principal amount at which the whether Securities of the Series will series may be offeredissued in whole or in part in global form and, if so, the identity of the Depositary for such Securities in global form, and the terms and conditions, if any, upon which interests in such Securities in global form may be exchanged, in whole or in part, for the individual Securities represented thereby;
(4d) the date or dates on which the principal of the such Securities of the Series is payable;
(5e) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the such Securities of the Series shall bear interest, if any, or method by which such rate or rates are determined, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such securities shall be payable in respect of specified taxes, assessments or other governmental charges withheld or deducted and, in if so, whether the case Company has the option to redeem the affected Securities rather than pay such Additional Amounts, and the basis upon which interest shall be calculated if other than that of Registered Securities, the record dates for the determination a 360-day year of Holders to whom interest is payabletwelve 30-day months;
(6f) the place or places places, if any, in addition to or other than the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest on or Additional Amounts, if any, payable in respect of such Securities of the Series shall be payable (if other than as provided payable, where such Securities may be surrendered for registration of transfer, where such Securities may be surrendered for exchange and where notice and demands to or upon the Company, in respect of such Securities and this Indenture, may be served and where notices to Holders pursuant to Section 3.02)1.6 will be published;
(7g) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which such Securities of the Series may be redeemed, in whole or in part, at the option of the IssuerCompany or a Holder;
(h) the obligation, if any, of the Company to redeem such Securities pursuant to any sinking fund and the period or otherwiseperiods within which, the price or prices at which and the terms and conditions upon which such Securities shall be redeemed in whole or in part, pursuant to such obligation;
(8) i) the denominations in which Securities of the series, if any, shall be issuable if other than denominations of $1,000 and any integral multiple thereof;
(j) if other than the principal amount thereof, the portion of the principal amount of such Securities of the Series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.025.2;
(9k) if the obligationamount of payments of principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of the Issuer such Securities may be determined with reference to redeeman index, purchase formula or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit method other than that in which the Securities of such Series are stated to be payable, at the manner in which and the period or periods within which and the terms and conditions upon which Securities of the Series such amounts shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationdetermined;
(10l) if the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the Series form and terms of such certificates, documents or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be madeconditions;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16m) whether, and under what circumstancesconditions, the Additional Amounts will be payable to Holders of Securities of any Series shall be convertible into Securities of any other Seriessuch series pursuant to Section 10.4;
(17n) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents Events of Default with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(20) the applicationseries, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Seriesnot otherwise set forth herein; and
(21o) any other terms or conditions upon which the of such Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denominationdenomination and the rate or rates of interest, except as provided in if any, redemption dates and sinking fund dates, if any, and Stated Maturity, the immediately succeeding paragraphdate from which interest, if any, shall accrue, the amount that shall be payable upon the declaration of acceleration and except as may otherwise be provided in or pursuant to such Officer Action or Board Resolution and set forth in such resolution of the Board of Directors Officers' Certificate or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened for issuances of additional Securities of such Seriesseries. Each Series may be issued in one or more Tranches. Except as provided in If any of the foregoing paragraph, all terms of the Securities of any series were established by action taken pursuant to a Tranche Board Resolution, a copy of an appropriate record of such action shall have be certified by the same issue date, maturity date, interest rate Secretary or method an Assistant Secretary of determining interest, redemption the Company and repayment provisions, interest payment dates, and, in delivered to the case Trustee at or prior to the delivery of Original Issue Discount Securities, the same issue priceOfficers' Certificate setting forth the terms of such series.
Appears in 3 contracts
Sources: Indenture (SPSS Inc), Indenture (Gatx Financial Corp), Indenture (Gatx Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action and set forth in an Officers’ CertificateCertificate of the Company, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,:
(1) the title and ranking of the Securities of the Series (which title shall distinguish the Securities of the Series from all other Securities issued by the IssuerCompany), including, as applicable, whether the Securities of such Series are convertible or exchangeable for other securities;
(2) any limit upon the aggregate principal amount of the Securities of the Series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Sections 2.08, 2.09, 2.11 2.10 or 12.32.13 or Article 3);
(3) if other than 100% of their its aggregate principal amount, the percentage of their the aggregate principal amount at which the Securities of the Series will be offered;
(4) the date or dates (whether fixed or extendable) on which the principal of the Securities of the Series is payable;
(5) the rate or rates (rates, which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable andpayable, in the case basis upon which interest shall be calculated if other than that of Registered Securities, a 360-day year consisting of twelve 30-day months and the record dates for the determination of Holders to whom interest is payable;
(6) any provisions relating to the issuance of the Securities of the Series at an Original Issue Discount;
(7) the place or places where the principal of and interest on Securities of the Series shall be payable and where Securities of the Series may be surrendered for conversion or exchange (if other than as provided elsewhere in Section 3.02this Indenture);
(7) 8) whether any of such Securities are to be redeemable at the option of the Company, and if so, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series may be so redeemed, in whole or in part, at the option of the IssuerCompany, pursuant to any sinking fund or otherwise;
(8) 9) if other than 100% of the aggregate principal amount thereof, the portion of the principal amount of the Securities of the Series which shall be payable upon declaration of acceleration of the maturity date thereof pursuant to Section 5.01 6.02 or provable in bankruptcy pursuant to Section 5.026.09, or, if applicable, which is convertible or exchangeable in accordance with the provisions of such Securities or the resolution of the Board of Directors or the supplemental indenture pursuant to which such Securities are issued;
(910) the obligation, if any, of the Issuer Company to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof thereof, and the price or prices in the currency or currency unit in which the Securities of such Series are payableprices, at which which, and the period or periods within which which, and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
obligation (10) including, without limitation, the issuance as Registered Securities terms or Unregistered Securities or bothmethod of payment thereof if other than cash), and any provision for the rights remarketing of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be madeSecurities;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which Securities of the Series shall be issuable;
(1312) whether the Securities of the Series will be certificated and, if so, the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series)Securities, including such legends as required by law or as the Issuer Company deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securitiesissued;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(1513) whether Securities of the Series are issuable in Tranches;
(1614) whetherthe obligations, and under what circumstancesif any, of the Company to permit the conversion or exchange of the Securities of any such Series into Common Stock, Preferred Stock or other Capital Stock or property, or combination thereof, and the terms and conditions upon which such conversion shall be convertible into Securities of effected (including, without limitation, the initial conversion or exchange price or rate, the conversion or exchange period, the provisions for conversion or exchange price or rate adjustments and any other Seriesprovision relative to such obligation) and any limitations on the ownership or transferability of the securities or property into which Holders of the Securities may convert or exchange the Securities;
(1715) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(1816) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(17) any deletions from, modifications of or additions to (a) the Events of Default or covenants of the Company, if any, with respect to Securities of the Series or (b) the right of the Trustee or the Holders of such Securities pursuant to Section 6.01; whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(18) if the amount of payments of principal of, and make-whole amount, if any, and interest on, the Securities of the Series may be determined with reference to an index, the manner in which such amounts shall be determined;
(19) any deletions from, modifications of or additions to any other affirmative or negative covenants with respect to the Securities of such Series;
(20) whether the Securities of such Series shall be issued in whole or in part in the global form of one or more Securities (a “Global Security”) and in such case, (a) the Depositary for such Securities, which Depositary must be a clearing agency registered under the Exchange Act; (b) the circumstances under which any such Global Securities may be exchanged for Global Securities registered in the name of, and under which any transfer of such Global Securities may be registered in the name of, any Person other than such Depositary or its nominee, if other than as set forth in Section 2.16; and (c) any other provisions regarding such Global Securities which provisions may be in addition to or in lieu of, in whole or in part, the provisions of Section 2.16;
(21) whether and under what circumstances the Company will pay Additional Amounts as contemplated by Section 4.07 on the Securities of the Series to any Holder who is a Non-U.S. Person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(22) whether the Securities of the Series, in whole or in specified part, will not be defeasible pursuant to Section 8.02 or 8.03, or both such Sections, and, if the Securities may be defeased, in whole or in specified part, pursuant to either or both such Sections, any provisions to permit a pledge of obligations other than Government Obligations (or the establishment of other arrangements) to satisfy the requirements of Section 8.04 for defeasance of the Securities and, if other than by a resolution of the Board of Directors, the manner in which any election by the Company to defease the Securities will be evidenced;
(23) if the Securities of such Series are to be guaranteed by any Guarantors, the names of any Guarantors of the Securities of such Series (which may, but need not, include any or all of the Initial Guarantors) and the terms of the Guarantees of the Securities of such Series, including any deletions from, or modifications of or additions to, the provisions of Article 10 or any other provisions of this Indenture in connection therewith;
(24) whether the Securities of such Series are to be issuable in whole secured by any property, assets or in part in the form of one or more Depository Securities, other collateral and, in such caseif so, the Depository for such Securities;
(20) the applicationapplicable collateral, if anyany deletions from, modifications of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) additions to the Securities provisions of the SeriesArticle 12; and
(2125) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture). If the Securities of any Series are to be guaranteed by any Guarantor pursuant to Article 10, there shall be established in or pursuant to one or more resolutions of such Guarantor’s Board of Directors and set forth in an Officers’ Certificate of such Guarantor, or established in one or more indentures supplemental hereto, prior to the issuance of such Securities, the terms of the Guarantee by such Guarantor with respect to such Securities, which terms may differ from those set forth in Article 10. All Securities of any one Series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Series or to establish additional terms of such Series of Securities (which additional terms shall only be applicable to unissued or additional Securities of such Series). Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue price.
Appears in 3 contracts
Sources: Indenture (Toreador Resources Corp), Indenture (Toreador Resources Corp), Indenture (Anglo-Suisse Offshore Pipeline Partners, LLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action and set forth in an Officers’ CertificateCertificate of the Company, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,:
(1) the title and ranking of the Securities of the Series (which title shall distinguish the Securities of the Series from all other Securities issued by the IssuerCompany), including, as applicable, whether the Securities of such Series are convertible or exchangeable for other securities;
(2) the terms governing the subordination of the Securities to senior indebtedness of the Company and any provisions related thereto;
(3) any limit upon the aggregate principal amount of the Securities of the Series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Sections 2.08, 2.09, 2.11 2.10 or 12.32.13 or Article 3);
(34) if other than 100% of their its aggregate principal amount, the percentage of their the aggregate principal amount at which the Securities of the Series will be offered;
(45) the date or dates (whether fixed or extendable) on which the principal of the Securities of the Series is payable;
(56) the rate or rates (rates, which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable andpayable, in the case basis upon which interest shall be calculated if other than that of Registered Securities, a 360-day year consisting of twelve 30-day months and the record dates for the determination of Holders to whom interest is payable;
(67) any provisions relating to the issuance of the Securities of the Series at an Original Issue Discount;
(8) the place or places where the principal of and interest on Securities of the Series shall be payable and where Securities of the Series may be surrendered for conversion or exchange (if other than as provided elsewhere in Section 3.02this Indenture);
(79) whether any of such Securities are to be redeemable at the option of the Company, and if so, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series may be so redeemed, in whole or in part, at the option of the IssuerCompany, pursuant to any sinking fund or otherwise;
(8) 10) if other than 100% of the aggregate principal amount thereof, the portion of the principal amount of the Securities of the Series which shall be payable upon declaration of acceleration of the maturity date thereof pursuant to Section 5.01 6.02 or provable in bankruptcy pursuant to Section 5.026.09, or, if applicable, which is convertible or exchangeable in accordance with the provisions of such Securities or the resolution of the Board of Directors or the supplemental indenture pursuant to which such Securities are issued;
(911) the obligation, if any, of the Issuer Company to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof thereof, and the price or prices in the currency or currency unit in which the Securities of such Series are payableprices, at which which, and the period or periods within which which, and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
obligation (10) including, without limitation, the issuance as Registered Securities terms or Unregistered Securities or bothmethod of payment thereof if other than cash), and any provision for the rights remarketing of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amountsSecurities;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which Securities of the Series shall be issuable;
(13) whether the Securities of the Series will be certificated and, if so, the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series)Securities, including such legends as required by law or as the Issuer Company deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securitiesissued;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(1615) whetherthe obligations, and under what circumstancesif any, of the Company to permit the conversion or exchange of the Securities of any such Series into Common Stock, Preferred Stock or other Capital Stock or property, or combination thereof, and the terms and conditions upon which such conversion shall be convertible into Securities of effected (including, without limitation, the initial conversion or exchange price or rate, the conversion or exchange period, the provisions for conversion or exchange price or rate adjustments and any other Seriesprovision relative to such obligation) and any limitations on the ownership or transferability of the securities or property into which Holders of the Securities may convert or exchange the Securities;
(1716) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(1817) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(18) any deletions from, modifications of or additions to (a) the Events of Default or covenants of the Company, if any, with respect to Securities of the Series or (b) the right of the Trustee or the Holders of such Securities pursuant to Section 6.01; whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(19) if the amount of payments of principal of, and make-whole amount, if any, and interest on, the Securities of the Series may be determined with reference to an index, the manner in which such amounts shall be determined;
(20) any deletions from, modifications of or additions to any other affirmative or negative covenants with respect to the Securities of such Series;
(21) whether the Securities of such Series shall be issued in whole or in part in the global form of one or more Securities (a “Global Security”) and in such case, (a) the Depositary for such Securities, which Depositary must be a clearing agency registered under the Exchange Act; (b) the circumstances under which any such Global Securities may be exchanged for Global Securities registered in the name of, and under which any transfer of such Global Securities may be registered in the name of, any Person other than such Depositary or its nominee, if other than as set forth in Section 2.16; and (c) any other provisions regarding such Global Securities which provisions may be in addition to or in lieu of, in whole or in part, the provisions of Section 2.16;
(22) whether and under what circumstances the Company will pay Additional Amounts as contemplated by Section 4.07 on the Securities of the Series to any Holder who is a Non-U.S. Person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(23) whether the Securities of the Series, in whole or in specified part, will not be defeasible pursuant to Section 8.02 or 8.03, or both such Sections, and, if the Securities may be defeased, in whole or in specified part, pursuant to either or both such Sections, any provisions to permit a pledge of obligations other than Government Obligations (or the establishment of other arrangements) to satisfy the requirements of Section 8.04 for defeasance of the Securities and, if other than by a resolution of the Board of Directors, the manner in which any election by the Company to defease the Securities will be evidenced;
(24) if the Securities of such Series are to be guaranteed by any Guarantors, the names of any Guarantors of the Securities of such Series (which may, but need not, include any or all of the Initial Guarantors) and the terms of the Guarantees of the Securities of such Series, including any deletions from, or modifications of or additions to, the provisions of Article 10 or any other provisions of this Indenture in connection therewith;
(25) whether the Securities of such Series are to be issuable in whole secured by any property, assets or in part in the form of one or more Depository Securities, other collateral and, in such caseif so, the Depository for such Securities;
(20) the applicationapplicable collateral, if anyany deletions from, modifications of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) additions to the Securities provisions of the SeriesArticle 12; and
(2126) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture). If the Securities of any Series are to be guaranteed by any Guarantor pursuant to Article 10, there shall be established in or pursuant to one or more resolutions of such Guarantor’s Board of Directors and set forth in an Officers’ Certificate of such Guarantor, or established in one or more indentures supplemental hereto, prior to the issuance of such Securities, the terms of the Guarantee by such Guarantor with respect to such Securities, which terms may differ from those set forth in Article 10. All Securities of any one Series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Series or to establish additional terms of such Series of Securities (which additional terms shall only be applicable to unissued or additional Securities of such Series). Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue price.
Appears in 3 contracts
Sources: Indenture (Toreador Resources Corp), Indenture (Toreador Resources Corp), Indenture (Anglo-Suisse Offshore Pipeline Partners, LLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.3, 2.093.4, 2.11 3.5, 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the and premium, if any, on any Securities of the Series series is payablepayable or the method of determination and/or extension of such date or dates; and the amount or amounts of such payments of principal and premium, if any, or the method of determination thereof;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, if other that as set forth in the case of Registered SecuritiesSection 1.1, the record Regular Record Date for any such interest payable on any Interest Payment Date (or the method for determining the dates for the determination of Holders to whom interest is payableand rates);
(6) whether any of such Securities will be subject to certain optional interest rate reset provisions;
(7) the place or places where the principal of and any premium and interest on on, or any Additional Amounts with respect to, the Securities of the Series series shall be payable (payable, where the Securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other than as provided in Section 3.02)means;
(78) (a) the period or periods within which, the price or prices at which, the period currency or periods within which currencies (including currency units) and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, pursuant to any sinking fund or otherwise;
(8) b) if other than the principal amount thereofas provided in Section 11.3, the portion of manner in which the principal amount of particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption and (c) if other than by a Board Resolution, the Series manner in which any election by the Company to redeem the Securities shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02evidenced;
(9) the Senior Indebtedness to which the Securities of such series are subordinated, and the terms of such subordination;
(10) the obligation, if any, of the Issuer Company to redeem, purchase or repay any Securities of the Series whether series pursuant to any sinking fund fund, amortization or analogous provisions or pursuant to other provisions set forth therein upon the happening of a specified event or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) obligation and any provisions for the issuance as Registered Securities or Unregistered Securities or both, and the rights remarketing of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be madeSecurities;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(1712) if other than the Trustee, the identity of the Securities Registrar and/or the Paying Agent;
(13) if the amount of principal of or any trusteespremium or interest on or other payments, authenticating if any, on any Securities of the series may be determined with reference to an index, formula or Paying Agentsother method (which index, transfer agents formula or registrars method may be based, without limitation, on the price of one or more commodities, derivatives or securities; one or more securities, derivatives or commodities exchange indices or other indices; a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable; or any other agents variable or the relationship between any variables or combination of variables), the index, formula or other method by which such amounts shall be determined;
(14) if other than the currency of the United States of America, the currency, currencies or currency units (including composite currencies) in which the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;
(15) if the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(16) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(17) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Securities Stated Maturity, the amount which shall be deemed to be the principal amount of such SeriesSecurities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(18) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such Series do not bear interestSections, or any other defeasance provisions applicable to any Securities of the series, and, if other than by a Board Resolution, the applicable dates for purposes of Section 4.01 hereofmanner in which any election by the Company to defease such Securities shall be evidenced;
(19) whether the terms, if any, upon which Securities of such Series are the series may be convertible into or exchanged for other Securities, Common Shares, Preferred Shares, other debt securities, warrants to purchase any of the foregoing, or other securities of any kind of the Company or any other obligor or any other property, and the terms and conditions upon which the conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period, and any other additional provisions;
(20) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4;
(21) any deletions, modifications of or additions to the definitions set forth in Section 1.1, the Events of Default which apply to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(22) any addition to, deletion of or change in the covenants set forth in Article 10 which applies to Securities of the series;
(23) any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of the Securities of such series, including, without limitation, exchange rate agents and calculation agents;
(24) if applicable, the terms of any Mortgage that will be provided for a series of Securities, including any provisions regarding the circumstances under which collateral may be released or substituted;
(25) if applicable, the terms of any guaranties for the Securities, including the terms of any subordination of such guaranties, and any circumstances under which there may be additional obligors on the Securities;
(2026) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(27) whether Securities of the series shall be issuable in registered form or bearer form (registrable or not registrable as to principal, and with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of bearer securities and the terms upon which bearer Securities of a series may be exchanged for registered Securities of the same series and vice versa;
(28) the applicationforms of the Securities of the series;
(29) any terms which may be related to warrants, options or other rights to purchase and sell securities issued by the Company in connection with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may be used toward the exercise price of any such warrants, options or other rights;
(30) the subordination, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; andseries;
(2131) if the Securities of the series will be governed by, and the extent to which such Securities will be governed by, any law other than the laws of the state of New York;
(32) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)). All Securities of any one Series shall series need not be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except but may vary as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 3 contracts
Sources: Indenture (Forest Oil Corp), Indenture (Pharmacopeia Drug Discovery Inc), Indenture (Pharmacopeia Drug Discovery Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series:
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2) any limit limit, if any, upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 304, 2.09305, 2.11 306, 905 or 12.31107);
(3) whether Securities of the series are to be issuable as Registered Securities, whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form, as Book-Entry Securities or otherwise, and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than 100% of their principal amountin the manner provided in Section 305, and the percentage of their principal amount at which the Securities of the Series will be offeredDepositary for any global Security or Securities;
(4) the manner in which any interest payable on a temporary global Security on any Interest Payment Date will be paid if other than in the manner provided in Section 304;
(5) the date or dates on which the principal of (and premium, if any, on) the Securities of the Series series is payablepayable or the method of determination thereof;
(56) the rate or rates (which may be fixed or variable)rates, or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in the case of Registered Securities, the record dates for the determination of Holders to whom interest is payable;
(6) the place or places where the principal and interest on Securities of the Series shall be payable (if other than as provided set forth in Section 3.02)101, the Regular Record Date for the interest payable on any Registered Securities on any Interest Payment Date;
(7) if other than the price Corporate Trust Office of the Trustee, the place or prices at whichplaces where, subject to the provisions of Section 1002, the principal of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities of the series shall be payable;
(8) the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, if the Company is to have that option, and the manner in which the Company must exercise any such option;
(9) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased in whole or in part pursuant to such obligation;
(8) 10) the denomination in which any Registered Securities of that series shall be issuable, if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof;
(11) the currency or currencies (including composite currencies) in which payment of the principal of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities of the series shall be payable if other than the currency of the United States of America;
(12) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies (including composite currencies) other than that in which the Securities are stated to be payable, the currency or currencies (including composite currencies) in which payment of the principal of (and premium, if any) and interest on and any Additional Amounts with respect to Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if the amount of payments of principal of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities of the series may be determined with reference to any commodities, currencies or indices, or values, rates or prices, the manner in which such amounts shall be determined;
(14) if other than the entire principal amount thereof, the portion of the principal amount of Securities of the Series which series that shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be502;
(15) whether any additional means of satisfaction and discharge of this Indenture with respect to Securities of the Series are issuable in Tranches;
(16) whetherseries pursuant to Section 401, any additional conditions to discharge pursuant to Section 401, 402, 403, 404, or 405, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(20) the application, if any, of either Section 403 and 404;
(16) any deletions or both modifications of Sections 10.01(B)(ii) or additions to the Events of Default set forth in Section 501, the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and 10.01(B)(iii) payable pursuant to Section 502, or the covenants of the Company set forth in Article X pertaining to the Securities of the Seriesseries;
(17) the terms, if any, on which the Securities of any series may be converted into or exchanged for stock or other securities of the Company or other entities, any specific terms relating to the adjustment thereof and the period during which such Securities may be so converted or exchanged;
(18) whether the Securities of a series will be issued as part of units consisting of Securities and other securities of the Company or another issuer; and
(2119) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with series permitted under the provisions of this Indenture)the Trust Indenture Act. All Securities of any one Series series shall be substantially identical except except, in the case of Registered Securities, as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise providedprovided in such Board Resolution or supplemental indenture, a Series series may be reopened for issuances of additional Securities of such Seriesseries pursuant to a Board Resolution or in any indenture supplemental hereto. Each Series At the option of the Company, interest on the Registered Securities of any series that bears interest may be issued in one paid by mailing a check or more Tranches. Except otherwise transmitting payment to the address of any Holder as provided such address shall appear in the foregoing paragraphSecurity Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, all Securities a copy of a Tranche an appropriate record of such action together with such Board Resolution shall have be certified by the same issue date, maturity date, interest rate Secretary or method an Assistant Secretary of determining interest, redemption the Company and repayment provisions, interest payment dates, and, in delivered to the case Trustee at or prior to the delivery of Original Issue Discount Securities, the same issue priceOfficers’ Certificate setting forth the terms of the series.
Appears in 3 contracts
Sources: Indenture (SRM Entertainment, Inc.), Indenture (Esports Entertainment Group, Inc.), Indenture (Creatd, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.03, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series, including CUSIP Numbers (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 9.06 or 12.311.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy Maturity thereof pursuant to Section 5.02;
(914) the obligationif applicable, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on that the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series series shall be issuable;
(13) subject to either or both of Defeasance or Covenant Defeasance as provided in Article XIV or any changes in the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may beprovisions relating thereto;
(15) whether if and as applicable, that the Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(16) any additions or deletions to or changes in the covenants contemplated by Article X which applies to Securities of the series;
(17) additions or deletions to or changes in the provisions relating to the modification of the Indenture both with and without the consent of holders of Securities of the series;
(18) the form and terms of any guarantee of any Securities of the series and the provisions, if any, relating to any securities provided for the Securities of the series;
(19) if applicable, that the Securities of the series shall be subject to satisfaction and discharge as provided in Article IV or any changes in the provisions relating thereto;
(20) any addition to or change in the application, if any, Events of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) Default which applies to the any Securities of the Seriesseries and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms may modify, supplement or delete any provision of the Indenture with respect to such series; provided, however, that no such term may modify or delete any provision thereof if imposed by the Trust Indenture Act; provided, further, that any modification or deletion of the rights, duties or immunities of the Trustee hereunder shall not be inconsistent with have been consented to in writing by the provisions of this IndentureTrustee). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. All Securities If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of the series. The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any one Series need not be issued at the same time, series of Securities (“Add On Securities”) having terms and unless otherwise provided, a Series may be reopened for issuances of additional Securities conditions identical to those of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities series of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the same issue pricefirst Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 3 contracts
Sources: Indenture (PF2 SpinCo, Inc.), Indenture (Change Healthcare Inc.), Indenture (Change Healthcare Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action and set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1a) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2b) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections Section 2.07, 2.08, 2.09, 2.11 2.10 or 12.35.08 );
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4c) the date or dates on which the principal of the Securities of the Series series is payable;
(5d) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of Registered Securities, and the record dates for the determination of Holders to whom interest is payable;
(6e) the place or places where the principal of and any interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02);
(7f) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9g) the obligation, if any, of the Issuer Company to redeem, purchase or repay Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12h) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which Securities of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17i) if other than the Trusteeprincipal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01 or provable in bankruptcy pursuant to Section 6.02;
(j) whether the Securities will be issued in global form or as uncertificated securities;
(k) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture); and
(l) any trustees, authenticating or Paying Agentspaying agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture)series. All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue price.
Appears in 2 contracts
Sources: Indenture (RJR Acquisition Corp), Indenture (Reynolds R J Tobacco Co)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries and the Securities of each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Issuer. There shall be established in or pursuant to a resolution of the one or more Board of Directors or an Officer Action and Resolutions (as set forth in Board Resolutions or, to the extent established pursuant to rather than set forth in Board Resolutions, in an Officers’ Certificate, Officer’s Certificate detailing such establishment) or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series (series, which title shall distinguish the Securities of the Series series from all other Securities issued by the Issuer)Securities;
(2) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.8, 2.092.9, 2.11 2.11, 8.5 or 12.3);
(3) if other than 100% of their principal amountDollars, the percentage of their principal amount at coin or currency in which the Securities of the Series will be offeredthat series are denominated (including, but not limited to, any Foreign Currency or ECU);
(4) the date or dates on which the principal of the Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, and (in the case of Registered Securities, the ) on which a record dates shall be taken for the determination of Holders to whom interest is payablepayable and/or the method by which such rate or rates or date or dates shall be determined;
(6) the place or places where the principal of and any interest on Securities of the Series series shall be payable (if other than as provided in Section 3.023.2);
(7) the price or prices at whichright, the period or periods within which and the terms and conditions upon which Securities if any, of the Series may Issuer or any Holder to redeem or cause to be redeemedredeemed Securities, in whole or in part, at its option and the option period or periods within which, the price or prices at which and any terms and conditions upon which, and the manner in which (if different from the provision of Article 12 hereof), Securities of the Issuerseries may be so redeemed, pursuant to any sinking fund or otherwiseotherwise and/or the method by which such price or prices shall be determined and the applicability of Section 12.4 and the second paragraph of Section 12.5;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether series pursuant to any mandatory redemption, sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in (and/or the currency method by which such price or currency unit in which the Securities of such Series are payable, prices shall be determined) at which and the period or periods within which and the any terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiple thereof in the case of Registered Securities, or $1,000 and $5,000 in the case of Unregistered Securities, the denominations in which Securities of the series shall be issuable;
(10) if other than the issuance as Registered principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(11) if other than the coin or Unregistered currency in which the Securities of that series are denominated, the coin or bothcurrency in which payment of the principal of or interest on the Securities of such series shall be payable ;
(12) if the principal of or interest on the Securities of such series are to be payable, at the election of the Issuer or a Holder thereof, in a coin or currency other than that in which the Securities are denominated, the period or periods within which, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series terms and the circumstances under which any conditions upon which, such exchanges, if permitted, election may be made;
(1113) if the amount of payments of principal of and/or interest on the Securities of the series may be determined with reference to the value or price of any one or more currencies or indices, the manner in which such amounts will be determined;
(14) whether the Securities of the series will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without Coupons), or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided in Section 2.8, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;
(15) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series series held by a Person who is not a U.S. Person in respect of taxes any tax, assessment or similar charges governmental charge withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(1216) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such Series), including such legends as required by law series) only upon receipt of certain certificates or as the Issuer deems necessary other documents or appropriatesatisfaction of other conditions, the form and terms of any coupons such certificates, documents or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Seriesconditions;
(17) if other than the Trustee, any trustees, depositaries, authenticating or Paying Agentspaying agents, transfer agents or registrars or any other agents with respect to the Securities of such Seriesseries;
(18) if any events of default or covenants not set forth herein with respect to the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereofseries;
(19) whether the provisions of Section 10.1(A)(c)(i)(y) or 10.1(B) or 12.4 hereof will not be applicable to Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, series; and, in such case, the Depository for such Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this IndentureIndenture but which may modify or delete any such provision of this Indenture insofar as it applies to such series; provided that no term thereof shall be modified or deleted if imposed by operation of Section 318(c) of the Trust Indenture Act of 1939; provided further that any modification or deletion of the rights, duties or immunities of the Trustee shall have been consented to in writing by the Trustee). If any of the foregoing terms are not available at the time such resolutions are adopted, or such Officer’s Certificate or any supplemental indenture is executed, such resolutions, Officer’s Certificate or supplemental indenture may reference the document or documents to be created in which such terms will be set forth prior to the issuance of such Securities. All Securities of any one Series series and Coupons, if any, appertaining thereto, shall be substantially identical identical, except in the case of Registered Securities as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in by or pursuant to such Officer Action or such resolution of the Board of Directors Resolutions or Officer’s Certificate referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same time, time and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolutions, such Officer’s Certificate or in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceany such indenture supplemental hereto.
Appears in 2 contracts
Sources: Supplemental Indenture (Safeway Stores 42, Inc.), Supplemental Indenture (Albertsons Companies, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series:
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Sections 2.08, 2.09, 2.11 or 12.3);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates on which the principal of the Securities of the Series series is payable, and, if applicable to the series, the terms of any sinking fund obligations with respect to such series;
(53) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if anyinterest or the Floating or Adjustable Rate Provision pursuant to which such rates shall be determined, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom interest is payablepayable on any Interest Payment Date (if such Interest Payment Dates or Regular Record Dates differ from those provided herein);
(64) the place or places where the principal of (and any premium, if any) and interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(75) in addition to the price or prices at whichredemption rights provided herein, the period or periods within which (including the Redemption Option Date for the series) and the terms and conditions upon price or prices at which any Securities of the Series series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwiseCompany;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(126) if other than denominations of $1,000 25 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which Securities of the Series series shall be issuable;
(137) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable defaults applicable with respect to the Securities of the Series are series in addition to be denominated, payable, redeemable or repurchasable, as the case may bethose provided in Section 5.7(a) through (f);
(15) whether 8) any other covenant or warranty included for the benefit of Securities of the Series are issuable series in Tranchesaddition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series, or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series shall not be for the benefit of Securities of the series, or any combination of such covenants, warranties or provisions;
(169) whether, and under what circumstances, the subordination terms of the Securities of any Series shall be convertible into Securities of any other Seriesthe series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(2010) the applicationprovisions of this Indenture, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) that shall not apply to the Securities of the Seriesseries; and
(2111) any other terms or conditions upon which the Securities of the Series are to be issued series (which additional terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action Board Resolution and set forth, or such resolution of determined in the Board of Directors manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. All If any of the terms of the Securities of any one Series need not be issued at the same time, and unless otherwise provideda series are established by action taken pursuant to a Board Resolution, a Series may copy of an appropriate record of such action shall be reopened for issuances certified by the Secretary or an Assistant Secretary of additional the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 2 contracts
Sources: Indenture (Citigroup Capital Xii), Indenture (CGMH Capital Iv)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution and (subject to Section 3.03) set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any Series,series:
(1) the title of the Debt Securities of the Series series (which title shall distinguish the Debt Securities of the Series such series from all other Securities issued by the Issuerseries of Debt Securities);
(2) the aggregate principal amount of such series of Debt Securities and any limit upon limit, on the aggregate principal amount of the Debt Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the Series such series pursuant to Sections 2.083.04, 2.093.05, 2.11 3.06, 11.06 or 12.313.07);
(3) if other than 100% of their principal amount, the percentage of their the principal amount at which the Debt Securities of the Series such series will be offeredissued and, if other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity or upon redemption thereof or the method by which such portion shall be determined;
(4) the date or dates on which or periods during which the Debt Securities of the series may be issued, and the date or dates or the method by which such date or dates will be determined, on which the principal of (and premium, if any, on) the Debt Securities of such series are or may be payable (which, if so provided in such Board Resolution or supplemental indenture, may be determined by the Company from time to time as set forth in the Debt Securities of the Series is payableseries issued from time to time);
(5) the rate or rates (which may be fixed variable or variable), or the method or methods of determination thereof, fixed) at which the Debt Securities of the Series series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest interest, if any, shall accrueaccrue or the method by which such date or dates shall be determined (which, in either case or both, if so provided in such Board Resolution or supplemental indenture, may be determined by the interest payment dates Company from time to time and set forth in the Debt Securities of the series issued from time to time); and the Interest Payment Dates on which such interest shall be payable and(or the method of determination thereof), in and the case of Registered SecuritiesRegular Record Dates, if any, for the record dates for interest payable on such Interest Payment Dates and the notice, if any, to Holders regarding the determination of Holders interest, the manner of giving such notice, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and any conditions or contingencies as to whom the payment of interest is payablein cash or otherwise, if any;
(6) the place or places places, if any, in addition to or instead of the Corporate Trust Office of the Trustee, where the principal of (and premium, if any) and interest on Debt Securities of the Series series shall be payable; the extent to which, or the manner in which, any interest payable (on any Global Note on an Interest Payment Date will be paid, if other than in the manner provided in Section 3.07; and the manner in which any principal of, or premium, if any, on, any Global Note will be paid, if other than as provided in Section 3.02)set forth elsewhere herein and whether any Global Note will require any notation to evidence payment of principal or interest;
(7) the price obligation, if any, of the Company to redeem, repay, purchase or prices offer to purchase Debt Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or upon other conditions or at which, the option of the Holder thereof and the period or periods within which or the dates on which, the prices at which and the terms and conditions upon which the Debt Securities of the Series series shall be redeemed, repaid, purchased or offered to be purchased, in whole or in part, pursuant to such obligation;
(8) the right, if any, of the Company to redeem the Debt Securities of such series at its option and the period or periods within which, or the date or dates on which, the price or prices at which, and the terms and conditions upon which such Debt Securities may be redeemed, if any, in whole or in part, at the option of the Issuer, pursuant to any sinking fund Company or otherwise;
(8) 9) if the Currency in which the Debt Securities shall be issuable is in Dollars, the denominations of such Debt Securities if other than denominations of $2,000 and any integral multiples of $1,000 in excess thereof (except as provided in Section 3.04);
(10) whether the Debt Securities of the series are to be issued as Discount Securities and the amount of discount with which such Debt Securities may be issued and, if other than the principal amount thereof, the portion of the principal amount of Debt Securities of the Series series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy Maturity thereof pursuant to Section 5.02;
(911) the obligationprovisions, if any, for the defeasance or discharge of certain of the Issuer Company’s obligations with respect to redeem, purchase or repay Debt Securities of the Series series;
(12) whether pursuant provisions for payment of additional amounts or tax redemptions shall apply and, if such provisions shall apply, such provisions;
(13) if other than Dollars, the Foreign Currency or Currencies in which Debt Securities of the series shall be denominated or in which payment of the principal of (and premium, if any) and interest on the Debt Securities of the series may be made, and the particular provisions applicable thereto and, if applicable, the amount of Debt Securities of the series which entitles the Holder of a Debt Security of the series or its proxy to any sinking fund one vote for purposes of Section 9.05;
(14) if the principal of (and premium, if any) or analogous provisions or pursuant interest on Debt Securities of the series are to other provisions set forth therein or be payable, at the option election of the Company or a Holder thereof and the price or prices thereof, in the currency or currency unit a Currency other than that in which the Debt Securities are denominated or payable without such election, in addition to or in lieu of such Series are payablethe provisions of Section 3.10, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall which, such election may be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, made and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series time and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances manner of determining the Issuer exchange rate or Parent will pay additional amounts on rates between the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, Currencies in which the Debt Securities of the Series shall be issuable;
(13) the form of the Securities (are denominated or forms thereof if Unregistered and Registered Securities shall be issuable in payable without such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued election and the forms of any certificates which may be required hereunder Currency or Currencies in which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Debt Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may bepaid if such election is made;
(15) whether the date as of which any Debt Securities of the Series are issuable series shall be dated, if other than as set forth in TranchesSection 3.03;
(16) whetherif the amount of payments of principal of (and premium, and under what circumstancesif any) or interest on the Debt Securities of the series may be determined with reference to an index, including, but not limited to, an index based on a Currency or Currencies other than that in which the Debt Securities are denominated or payable, or any other type of index, the Securities of any Series manner in which such amounts shall be convertible into Securities of any other Seriesdetermined;
(17) if other than the TrusteeDebt Securities of the series are denominated or payable in a Foreign Currency, any trusteesother terms concerning the payment of principal of (and premium, authenticating or Paying Agents, transfer agents or registrars if any) or any other agents with respect to interest on such Debt Securities (including the Securities Currency or Currencies of such Seriespayment thereof);
(18) the designation of the original Currency Determination Agent, if any;
(19) the applicable Overdue Rate, if any;
(20) if the Debt Securities of such Series the series do not bear interest, the applicable dates for purposes of Section 4.01 hereof7.01;
(1921) any addition to, or modification or deletion of, any Events of Default, covenants or term of the subordination provided for with respect to Debt Securities of the series;
(22) whether the Debt Securities of such Series are to the series shall be issuable issued in whole or in part in the form of one or more Depository Securities, Global Notes and, in such case, the Depository Depositary for such Global Note or Notes; and if the Debt Securities of the series are issuable only as Registered Securities, the manner in which and the circumstances under which Global Notes representing Debt Securities of the series may be exchanged for Registered Securities in definitive form, if other than, or in addition to, the manner and circumstances specified in Section 3.04(b);
(2023) the applicationdesignation, if any, of either any depositaries, trustees (other than the applicable Trustee), Paying Agents, Authenticating Agents, Registrars (other than the Trustee) or both of Sections 10.01(B)(ii) and 10.01(B)(iii) other agents with respect to the Debt Securities of such series;
(24) if the SeriesDebt Securities of such series will be issuable in definitive form only upon receipt of certain certificates or other documents or upon satisfaction of certain conditions, the form and terms of such certificates, documents or conditions;
(25) whether the Debt Securities of such series will be convertible into shares of Common Shares and, if so, the terms and conditions, which may be in addition to or in lieu of the provisions contained in this Indenture, upon which such Debt Securities will be so convertible, including the conversion price and the conversion period;
(26) the portion of the principal amount of the Debt Securities which will be payable upon declaration of acceleration of the maturity thereof, if other than the principal amount thereof;
(27) the nature, content and date for reports by the Company to the holders of the Offered Debt Securities;
(28) any change in the right of the Trustee or the Holders to declare the principal of, and premium and interest on, such Debt Securities due and payable;
(29) whether or not the Debt Securities shall have the benefit of Article Seventeen and, if so, which entities shall be the initial Guarantors of the Company’s obligations with respect to such Debt Securities; and
(2130) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Debt Securities of any one Series series shall be substantially identical except as to denomination, except rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, which, as set forth above, may be determined by the Company from time to time as to Debt Securities of a series if so provided in or established pursuant to the immediately succeeding paragraphauthority granted in a Board Resolution or in any such indenture supplemental hereto, and except as may otherwise be provided in or pursuant to such Officer Action or Board Resolution and (subject to Section 3.03) set forth in such resolution of the Board of Directors Officers’ Certificate, or in any such indenture supplemental hereto. All Debt Securities of any one Series series need not be issued at the same time, and unless otherwise provided, a Series series may be reopened for issuances issuance of additional Debt Securities of such Seriesseries. Each Series may be issued in one or more Tranches. Except as provided in If any of the foregoing paragraph, all Securities terms of a Tranche series of Debt Securities is established in or pursuant to a Board Resolution, a copy of such Board Resolution shall have be certified by the same issue date, maturity date, interest rate Secretary or method an Assistant Secretary of determining interest, redemption the Company and repayment provisions, interest payment dates, and, in delivered to the case Trustee at or prior to the delivery of Original Issue Discount Securities, the same issue priceOfficers’ Certificate setting forth the terms of the series.
Appears in 2 contracts
Sources: Senior Debt Indenture (Calgon Carbon Corporation), Senior Debt Indenture (MOB Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.03, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series, including CUSIP Numbers (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 9.06 or 12.311.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of "Outstanding" in Section 1.01;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy Maturity thereof pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currenciesapplicability, nonapplicability, or currency unit or currency units in which payments variation, of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents Article XIII with respect to the Securities of such Series;
(1815) if applicable, that the Securities of such Series do not bear interest, the applicable dates series shall be subject to either or both of Defeasance or Covenant Defeasance as provided in Article XIV; provided that no series of Securities that is convertible into Common Stock as provided in Article XV or convertible into or exchangeable for purposes of any other securities pursuant to Section 4.01 hereof3.01(18) shall be subject to Defeasance pursuant to Section 14.02;
(1916) whether if and as applicable, that the Securities of such Series are to the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(17) the terms and conditions, if any, pursuant to which the Securities are convertible into Common Stock of the Company pursuant to Article XV, and any variation thereof;
(18) the terms and conditions, if any, pursuant to which the Securities are convertible into or exchangeable for any other securities;
(19) any addition of covenants contemplated by Article X which applies to Securities of the series; and
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. All Securities If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any one Series need not be issued at the same time, series of Securities ("Add On Securities") having terms and unless otherwise provided, a Series may be reopened for issuances of additional Securities conditions identical to those of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities series of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the same issue pricefirst Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 2 contracts
Sources: Indenture (Philadelphia Suburban Corp), Subordinated Securities Agreement (Aqua America Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, hereto prior to the issuance of Securities of any Series,series:
(1a) the title of the Securities of and the Series (series in which title such Securities shall distinguish the Securities of the Series from all other Securities issued by the Issuer)be included;
(2b) any limit the limit, if any, upon the aggregate principal amount of the Securities of such title and the Series Securities of such series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.093.5, 2.11 3.6, 9.6 or 12.311.7);
(3c) if other than 100% of their principal amount, the percentage of their principal amount at which the whether Securities of the Series will series may be offeredissued in whole or in part in global form and, if so, the identity of the Depositary for such Securities in global form, and the terms and conditions, if any, upon which interests in such Securities in global form may be exchanged, in whole or in part, for the individual Securities represented thereby;
(4d) the date or dates on which the principal of the such Securities of the Series is payable;
(5e) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the such Securities of the Series shall bear interest, if any, or method by which such rate or rates are determined, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such securities shall be payable in respect of specified taxes, assessments or other governmental charges withheld or deducted and, in if so, whether the case Issuer has the option to redeem the affected Securities rather than pay such Additional Amounts, and the basis upon which interest shall be calculated if other than that of Registered Securities, the record dates for the determination a 360-day year of Holders to whom interest is payabletwelve 30-day months;
(6f) the place or places places, if any, in addition to or other than the Corporate Trust Office, where the principal of (and premium, if any) and interest on or Additional Amounts, if any, payable in respect of such Securities of the Series shall be payable (if other than as provided payable, where such Securities may be surrendered for registration of transfer, where such Securities may be surrendered for exchange and where notice and demands to or upon the Issuer, in respect of such Securities and this Indenture, may be served and where notices to Holders pursuant to Section 3.02)1.7 will be published;
(7g) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which such Securities of the Series may be redeemed, in whole or in part, at the option of the IssuerIssuer or a Holder;
(h) the obligation, if any, of the Issuer to redeem such Securities pursuant to any sinking fund and the period or otherwiseperiods within which, the price or prices at which and the terms and conditions upon which such Securities shall be redeemed in whole or in part, pursuant to such obligation;
(8) i) the denominations in which Securities of the series, if any, shall be issuable if other than denominations of $2,000 and any integral multiples of $1,000 in excess thereof;
(j) if other than the principal amount thereof, the portion of the principal amount of such Securities of the Series which that shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.025.2;
(9k) if the obligationamount of payments of principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of the Issuer such Securities may be determined with reference to redeeman index, purchase formula or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit method other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(l) if the Securities of such Series series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;
(m) any Events of Default with respect to Securities of such series, if not otherwise set forth herein, or any changes or deletions to any Events of Default;
(n) whether and upon what terms the Securities of any series may be defeased if different from the provisions set forth herein;
(o) any addition or change to the covenants set forth in Article 10 which applies to Securities of the series;
(p) the currency, currencies or currency units in which payment of principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of any Securities of the series shall be payable if other than the currency of the United States of America;
(q) principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of any Securities of the series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of any Securities of such series as to which such election is made shall be payable, and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant such election is to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19r) whether the Securities of such Series are to will be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securitiesguaranteed;
(20s) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to whether the Securities will have any conversion features and the tax of the Seriesany such conversion; and
(21t) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture)such Securities. All Securities of any one Series series shall be substantially identical except as to denominationdenomination and the rate or rates of interest, except as provided in if any, issue date, issue price, redemption dates and sinking fund dates, if any, and Stated Maturity, the immediately succeeding paragraphdate from which interest, if any, shall accrue, the amount that shall be payable upon the declaration of acceleration and except as may otherwise be provided in or pursuant to such Officer Action or Board Resolution and set forth in such resolution of the Board of Directors Officers’ Certificate or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened for issuances of additional Securities of such Seriesseries which may or not be fungible with the other Securities in such series. Each Series No Officers’ Certificate may be issued in one affect the Trustee’s own rights, duties or more Tranchesimmunities under this Indenture or otherwise with respect to any series of Securities. Except as provided in If any of the foregoing paragraph, all terms of the Securities of any series were established by action taken pursuant to a Tranche Board Resolution, a copy of an appropriate record of such action shall have be certified by the same issue date, maturity date, interest rate Secretary or method an Assistant Secretary of determining interest, redemption the Issuer and repayment provisions, interest payment dates, and, in delivered to the case Trustee at or prior to the delivery of Original Issue Discount Securities, the same issue priceOfficers’ Certificate setting forth the terms of such series.
Appears in 2 contracts
Sources: Indenture (Perrigo Finance PLC), Indenture (Perrigo Finance PLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1a) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from the Securities of all other Securities issued by the Issuerseries);
(2b) any limit upon on the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon on registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 9.06, 11.07, 13.02 or 12.314.05);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4c) the date or dates on which the principal of and any premium on the Securities of the Series series is payablepayable or the method of determination thereof;
(5d) the rate or rates (which may be fixed or variablevary among Securities of the series), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which such that interest shall accrue, the interest payment dates Interest Payment Dates on which such that interest shall be payable and, if other than as set forth in the case of Registered SecuritiesSection 1.01, the record dates Regular Record Date for the determination of Holders to whom interest is payablepayable on such Securities on any Interest Payment Date;
(6e) the place or places where where, subject to the provisions of Section 10.02, the principal and of, any premium or interest on and any Additional Amounts with respect to the Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7f) the price or prices at which, the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions upon on which (which period or periods, price or prices and terms and conditions may vary among Securities of the Series series) Securities of the series may be redeemed, in whole or in part, at the option of the IssuerCompany, if the Company is to have that option, and the manner in which the Company must exercise any such option;
(g) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions on which (which period or periods, price or prices and terms and conditions may vary among Securities of the series) Securities of the series shall be redeemed or purchased in whole or in part pursuant to that obligation;
(8) h) the denomination in which any Securities of the series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof;
(i) the currency or currencies (including composite currencies) in which payment of the principal of, any premium or interest on and any Additional Amounts with respect to the Securities of the series shall be payable if other than Dollars;
(j) if the principal of, any premium or interest on or any Additional Amounts with respect to the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies (including composite currencies) other than that in which the Securities are stated to be payable, the currency or currencies (including composite currencies) in which payment of the principal of or any premium or interest on or any Additional Amounts with respect to Securities of the series as to which such election is made shall be payable, and the periods within which and the terms and conditions on which that election is to be made;
(k) if the amount of payments of principal of, any premium or interest on or any additional amounts with respect to the Securities of the series may be determined with reference to any commodities, currencies or indices, or values, rates or prices, the manner in which those amounts shall be determined;
(l) if other than the entire principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon on declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy Maturity thereof pursuant to Section 5.02;
(9m) the obligation, if any, any additional means of the Issuer satisfaction and discharge of this Indenture with respect to redeem, purchase or repay Securities of the Series whether series pursuant to Section 4.01 and any sinking fund or analogous provisions or additional conditions to discharge pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationSection 4.01;
(10n) any deletions or modifications of or additions to the issuance as Registered Securities Events of Default set forth in Section 5.01 or Unregistered Securities or both, and the rights covenants of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person Company set forth in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect Article X pertaining to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may beseries;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18o) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series series are to be issuable in whole subordinated pursuant to Article XII to unsecured indebtedness or in part in the form of one or more Depository Securities, and, in such caseother liabilities, the Depository modification for such Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities purposes only of the Seriesseries of the definition of "Senior Indebtedness" herein; and
(21p) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical identical, except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as is otherwise provided in this Section 3.01 or may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. All At the option of the Company, interest on the Securities of any one Series need not series that bears interest may be issued at paid by mailing a check to the same time, and unless otherwise providedaddress of any Holder as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a Series may copy of an appropriate record of that action together with that Board Resolution shall be reopened for issuances certified by the Secretary or an Assistant Secretary of additional Securities the Company and delivered to the Trustee at or prior to the delivery of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities Officers' Certificate setting forth the terms of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 2 contracts
Sources: Indenture (Innovative Valve Technologies Inc), Indenture (American Residential Services Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution, and, subject to Section 3.03, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.09Section 3.05, 2.11 Section 3.06, Section 9.06 or 12.3Section 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the any Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any such interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal of and any premium and interest on any Securities of the Series series shall be payable (if other than as provided and the manner in Section 3.02)which any payment may be made;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany and, pursuant if other than by a Board Resolution, the manner in which any election by the Company to any sinking fund or otherwiseredeem the Securities shall be evidenced;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer Company to redeem, redeem or purchase or repay any Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(129) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(11) if other than the currency of the United States of America, the currency, currencies, composite currency, composite currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for the purposes of making payment in the currency of the United States of America and applying the definition of “Outstanding” in Section 1.01;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies, composite currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies, composite currency, composite currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the form entire principal amount thereof, the portion of the principal amount of any Securities (or forms thereof if Unregistered and Registered Securities of the series which shall be issuable in such Series), including such legends as required by law or as payable upon declaration of acceleration of the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered SecuritiesMaturity thereof pursuant to Section 5.02;
(14) if the currency or currencies, or currency unit or currency units in which payments principal amount payable at the Stated Maturity of interest or principal and other amounts are payable with respect to the any Securities of the Series are series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be denominatedthe principal amount of such Securities as of any such date for any purpose thereunder or hereunder, payableincluding the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, redeemable or repurchasablein any such case, as the case may bemanner in which such amount deemed to be the principal amount shall be determined);
(15) whether if applicable, that the Securities of the Series are issuable series, in Trancheswhole or any specified part, shall not be defeasible pursuant to Section 12.02 or Section 12.03 or both such Sections, and, if such Securities may be defeased, in whole or in part, pursuant to either or both such Sections, any provisions to permit a pledge of obligations other than U.S. Government Obligations (or the establishment of other arrangements) to satisfy the requirements of Section 12.04(1) for defeasance of such Securities and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
(16) whetherif applicable, and under what circumstances, the that any Securities of any Series the series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04, any addition to, elimination of or other change in the circumstances set forth in Clause (2) of the penultimate paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof and any other provisions governing exchanges or transfers of any such Global Security;
(17) any addition to, elimination of or other change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;
(18) any addition to, elimination of or other change in the covenants set forth in Article X which applies to Securities of the series;
(19) any provisions necessary to permit or facilitate the issuance, payment or conversion of any Securities of the series that may be converted into securities or other property other than Securities of the same series and of like tenor, whether in addition to, or in lieu of, any payment of principal or other amount and whether at the option of the Company or otherwise;
(20) if applicable, that Persons other than those specified in Section 1.11 shall have such benefits, rights, remedies and claims with respect to any Securities of the series or under this Indenture with respect to such Securities, as and to the extent provided for such Securities;
(2021) any change in the application, if any, actions permitted or required under this Indenture to be taken by or on behalf of either or both the Holders of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Seriesseries, including any such change that permits or requires any or all such actions to be taken by or on behalf of the Holders of any specific Securities of the series rather than or in addition to the Holders of all Securities of the series;
(22) if the Securities of the series are to be guaranteed by any Guarantors, the names of the Guarantors of the Securities of the series (which may, but need not, include any or all of the Initial Guarantors) and the terms of the Guarantees of the Securities of the series, if such terms differ from those set forth in Section 13.01, and any deletions from, or modifications or additions to, the provisions of Article XIII or any other provisions of this Indenture in connection with the Guarantees of the Securities of the series;
(23) any provisions for subordination of any Securities of the series to other indebtedness of the Company (including Securities of other series);
(24) whether the Securities of such series are to be secured by any property, assets or other collateral and, if so, the applicable collateral, any deletions from, or modifications or additions to, the provisions of Article XIV hereof or any other provisions of this Indenture in connection therewith or in connection with any other instrument or agreement entered into in connection therewith; and
(2125) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(7)). If the Securities of the series are to be guaranteed by any Guarantor pursuant to Article XIII, there shall be established in one or more indentures supplemental hereto, prior to the issuance of Securities of the series, the terms of the Guarantees by such Guarantor with respect to the Securities of the series, if such terms differ from those set forth in Section 13.01. All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise providedprovided pursuant to this Section 3.01 for any series, a Series after issuance of Securities of such series, such series may be reopened for issuances of additional Securities of such Seriesthat series. Each Series The terms of any Security of a series may differ from the terms of other Securities of the same series, if and to the extent provided pursuant to this Section 3.01. The matters referenced in any or all of Clauses (1) through (25) above may be issued in one established and set forth or more Tranches. Except determined as provided in the foregoing paragraph, aforesaid with respect to all or any specific Securities of a Tranche series (in each case to the extent permitted by the Trust Indenture Act). If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall have be certified by the same issue date, maturity date, interest rate Secretary or method an Assistant Secretary of determining interest, redemption the Company and repayment provisions, interest payment dates, and, in delivered to the case Trustee at or prior to the delivery of Original Issue Discount Securities, the same issue priceOfficers’ Certificate setting forth the terms of the series.
Appears in 2 contracts
Sources: Indenture (Navistar, Inc.), Indenture (CVG Oregon, LLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series:
(1) the The title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any Any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.3, 2.093.4, 2.11 3.5, 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) The Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the The date or dates on which the principal of the and premium, if any, on any Securities of the Series series is payablepayable or the method of determination and/or extension of such date or dates; and the amount or amounts of such payments of principal and premium, if any, or the method of determination thereof;
(5) the The rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, if other that as set forth in the case of Registered SecuritiesSection 1.1, the record Regular Record Date for any such interest payable on any Interest Payment Date (or the method for determining the dates for the determination of Holders to whom interest is payableand rates);
(6) the Whether any of such Securities will be subject to certain optional interest rate reset provisions;
(7) The place or places where the principal of and any premium and interest on on, or any Additional Amounts with respect to, the Securities of the Series series shall be payable (payable, where the Securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Corporation in respect of the Securities of such series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other than as provided in Section 3.02)means;
(7a) The period or periods within which, the price or prices at which, the period currency or periods within which currencies (including currency units) and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCorporation, pursuant to any sinking fund or otherwise;
(8) b) if other than the principal amount thereofas provided in Section 11.3, the portion of manner in which the principal amount of particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption and (c) if other than by a Board Resolution, the Series manner in which any election by the Corporation to redeem the Securities shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02evidenced;
(9) the The obligation, if any, of the Issuer Corporation to redeem, purchase or repay any Securities of the Series whether series pursuant to any sinking fund fund, amortization or analogous provisions or pursuant to other provisions set forth therein upon the happening of a specified event or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationobligation and any provisions for the remarketing of such Securities;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if If other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(1311) If other than the form Trustee, the identity of the Securities Registrar and/or the Paying Agent;
(12) If the amount of principal of or forms thereof any premium or interest on or other payments, if Unregistered and Registered any, on any Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on the price of one or more commodities, derivatives or securities; one or more securities, derivatives or commodities exchange indices or other indices; a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable; or any other variable or the relationship between any variables or combination of variables), the index, formula or other method by which such amounts shall be issuable determined;
(13) If other than the currency of the United States, the currency, currencies or currency units (including composite currencies) in such Series)which the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States for any purpose, including such legends as required by law or as for purposes of the Issuer deems necessary or appropriate, the form definition of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require “Outstanding” in connection with the offering, sale, delivery or exchange of Unregistered SecuritiesSection 1.1;
(14) If the currency principal of or currenciesany premium or interest on, or any Additional Amounts with respect to, any Securities of the series is to be payable, at the election of the Corporation or the Holder thereof, in one or more currencies or currency unit units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which payments the principal of or any premium or interest or principal on such Securities as to which such election is made shall be payable, the periods within which and other amounts are payable with respect to the Securities of the Series are terms and conditions upon which such election is to be denominated, payable, redeemable made and the amount so payable (or repurchasable, as the case may bemanner in which such amount shall be determined);
(15) whether If other than the entire principal amount thereof, the portion of the principal amount of any Securities of the Series are issuable in Tranchesseries which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(16) whether, and under what circumstancesIf the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any Series such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be convertible into Securities due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any other Seriesdate prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(17) If applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such Sections, or any other defeasance provisions applicable to any Securities of the series, and, if other than by a Board Resolution, the Trustee, manner in which any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect election by the Corporation to the defease such Securities of such Seriesshall be evidenced;
(18) The terms, if the any, upon which Securities of such Series do not bear interestthe series may be convertible into or exchanged for other Securities, Common Stock, Preferred Stock, other debt securities, warrants to purchase any of the foregoing, or other securities of any kind of the Corporation or any other obligor or any other property, and the terms and conditions upon which the conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the applicable dates for purposes of Section 4.01 hereofconversion or exchange period, and any other additional provisions;
(19) whether the If applicable, that any Securities of such Series are to the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4;
(20) Any deletions, modifications of or additions to the applicationdefinitions set forth in Section 1.1, the Events of Default which apply to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(21) Any addition to, deletion of or change in the covenants set forth in Article 10 which applies to Securities of the series;
(22) Any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of the Securities of such series, including, without limitation, exchange rate agents and calculation agents;
(23) If applicable, the terms of any Mortgage that will be provided for a series of Securities, including any provisions regarding the circumstances under which collateral may be released or substituted;
(24) If applicable, the terms of any guaranties for the Securities, including the terms of any subordination of such guaranties, and any circumstances under which there may be additional obligors on the Securities;
(25) Provisions, if any, granting special rights to the Holders of either Securities of the series upon the occurrence of such events as may be specified;
(26) Whether Securities of the series shall be issuable in registered form or both bearer form (registrable or not registrable as to principal, and with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of Sections 10.01(B)(iibearer securities and the terms upon which bearer Securities of a series may be exchanged for registered Securities of the same series and vice versa;
(27) and 10.01(B)(iii) to The forms of the Securities of the Series; andseries;
(2128) Any terms which may be related to warrants, options or other rights to purchase and sell securities issued by the Corporation in connection with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may be used toward the exercise price of any such warrants, options or other terms or conditions upon which rights;
(29) If the Securities of the Series are series will be governed by, and the extent to which such Securities will be issued governed by, any law other than the laws of the state of New York;
(30) Any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)). All Securities of any one Series shall series need not be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except but may vary as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 2 contracts
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries, and each such series shall rank equally and pari passu with each other series as to right of payment of principal and any premium and interest thereon, but all Securities issued hereunder shall be subordinate and junior in right of payment, to the extent and in the manner set forth in Article Sixteen, to all Senior Indebtedness. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 303, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series:
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Sections 2.08, 2.09, 2.11 or 12.3);,
(3) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities or both, whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than 100% of their principal amount, in the percentage of their principal amount at which the Securities of the Series will be offeredmanner provided in Section 305;
(4) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 304;
(5) the date or dates on which the principal of the Securities of the Series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of Registered Securities, the record dates for the determination of Holders to whom interest series is payable;
(6) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Registered Securities on any Interest Payment Date and whether, and under what circumstances, additional amounts with respect to such Securities shall be payable as set forth in Section 1004;
(7) the place or places where where, subject to the provisions of Section 1002, the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided payable, any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange or conversion and notices and demands to or upon the Company in Section 3.02)respect of the Securities of the series and this Indenture may be served;
(7) 8) the right, if any, of the Company to redeem Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be so redeemed;
(9) the obligation, in whole if any, of the Company to redeem, purchase, or in partrepay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the Issuerperiod or periods within which, pursuant to the price or prices
(10) the denominations in which any sinking fund Registered Securities of the series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof, and the denomination or otherwisedenominations in which any Bearer Securities of the series shall be issuable, if other than the denomination of $5,000;
(8) 11) the currency or currencies, including composite currencies, in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of "Outstanding" in Section 101;
(12) if the amount of payments of principal of and any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(13) if other than the principal amount thereof, the portion of the principal amount of any Securities of the Series series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02502;
(914) if the obligation, if any, principal of and any premium or interest on the Issuer to redeem, purchase or repay Securities of the Series whether pursuant series are to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or be payable, at the option election of the Company or a Holder thereof and the price or prices thereof, in the a currency or currency unit currencies, including composite currencies, other than that or those in which the Securities are stated to be payable, the currency or currencies in which payment of the principal of and any premium and interest on Securities of such Series are series as to which such election is made shall be payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant such election is to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether the Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable issued upon original issuance in whole or in part in the form of one or more Depository Securities, Book-Entry Securities and, in such case, (a) the Depository with respect to such Book-Entry Security or Securities; and (b) the circumstances under which any such Book-Entry Security may be exchanged for Securities registered in the name of, and any transfer of such SecuritiesBook-Entry Security may be registered to, a Person other than such Depository or its nominee, if other than as set forth in Section 305;
(16) if either or both of the provisions of Section 1302 or 1303 are applicable to the Securities of such series and any additional means of discharge pursuant to Section 1302 or 1303 and any additional conditions to the provisions of Section 1302 or 1303;
(17) any deletions from, modifications of or additions to any Events of Default or covenants with respect to the Securities of such series;
(18) whether the Securities of the series will be convertible into Common Stock (or cash in lieu thereof) and, if so, the terms and conditions upon which such conversion will
(19) any subordination provisions with respect to the Securities of such series in addition to or in lieu of those set forth in Article Sixteen hereof; and
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this IndentureIndenture except as permitted by Section 901(5)). All Securities of any one Series series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. All Securities If any of any one Series need not be issued at the same time, and unless otherwise providedterms of the series are established by action taken pursuant to a Board Resolution, a Series may be reopened for issuances copy of additional Securities an appropriate record of such Series. Each Series may action shall be issued in one certified by the Secretary or more Tranches. Except as provided in an Assistant Secretary of the foregoing paragraph, all Securities Company and delivered to the Trustee at or prior to the delivery of a Tranche shall have the same issue date, maturity date, interest rate or method Officers' Certificate setting forth the terms of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 2 contracts
Sources: Subordinated Indenture (Newfield Exploration Co /De/), Subordinated Indenture (Newfield Financial Trust Ii)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to in accordance with a resolution of the Board of Directors or an Officer Action and set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any Series,series:
(1) the title of the Debt Securities of the Series series (which title shall distinguish the Debt Securities of the Series series from all the Debt Securities of any other Securities series and from any other securities issued by the Issuer);
(2) any limit upon the aggregate principal amount of the Debt Securities of the Series series that may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the Series series pursuant to Sections Section 2.08, 2.09, 2.11 2.11, 2.12 or 12.312.03);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates on which the principal of the Debt Securities of the Series series is payable;
(54) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Debt Securities of the Series series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable andpayable, in the case right, if any, of Registered Securitiesthe Issuer to defer or extend an interest payment date, and the record dates for the determination of Holders to whom interest is payable;
(65) the place or places where the principal and any interest on Debt Securities of the Series series shall be payable (if other than as provided in Section 3.02);
(76) the price or prices at which, the period or periods within which and the terms and conditions upon which Debt Securities of the Series series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(97) the obligation, if any, of the Issuer to redeem, purchase or repay Debt Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which which, the currency or currencies (including currency unit or units) in which, and the terms and conditions upon which Debt Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which Debt Securities of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(179) if other than Dollars, the Trusteecurrency or currencies (including currency unit or units) in which the principal of (and premium, any trusteesif any) and interest, authenticating or Paying Agentsif any, transfer agents or registrars or any other agents with respect to on the Debt Securities of such Seriesthe series shall be payable, or in which the Debt Securities of the series shall be denominated;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(1910) whether the Securities of such Series are to the series shall be issuable issued in whole or in part in the form of one or more Depository Securities, Registered Global Securities and, in such case, the Depository Depositary with respect to such Registered Global Security or Securities and the circumstances under which any such Registered Global Security may be registered for transfer or exchange, or authenticated and delivered, in the name of a Person other than such SecuritiesDepositary or its nominee, if other than as set forth in Section 2.12;
(2011) the additions, modifications or deletions, if any, in the Events of Default or covenants of the Issuer set forth herein with respect to the Debt Securities of such series.
(12) if other than the principal amount thereof, the portion of the principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(13) if the amount of payments of principal of (or premium, if any) or interest, if any, on the Debt Securities of the series may be determined by reference to an index, formula or other method, including, without limitation, such method based on (i) currency, currencies or currency units other than that in which the Debt Securities of such series are payable, (ii) changes in the price of one or more other securities or groups or indices of securities or (iii) changes in the prices of one or more commodities or groups or indices of commodities or any combination of the foregoing, the manner in which such amounts shall be determined and any commodities, currencies, currency units or indices, value, rate or price relevant to such determination;
(14) the application, if any, of either Section 13.02 or both of Sections 10.01(B)(ii) and 10.01(B)(iii) Section 13.03 to the Debt Securities of any series;
(15) the relative degree, if any, to which the Debt Securities of the Series; andseries shall be senior to or be subordinated to other series of Debt Securities in right of payment, whether such other series of Debt Securities are Outstanding or not;
(2116) the terms of any right to convert or exchange Debt Securities of the series into or for other securities or property, including (i) the conversion of or exchange price, (ii) the conversion or exchange period, (iii) provisions as to whether conversion or exchange will be at the option of the Holder or the Issuer and (iv) the events requiring an adjustment to the conversion or exchange price;
(17) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture); and
(18) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Debt Securities of such series. All Debt Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue price.
Appears in 2 contracts
Sources: Trust Indenture (Financial Security Assurance Holdings LTD/Ny/), Subordinated Indenture (Financial Security Assurance Holdings LTD/Ny/)
Amount Unlimited; Issuable in Series. The Subject to the provisions of Section 8.9, the aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in established, subject to Section 2.5, by or pursuant to a resolution of the Board of Directors or an Officer Action and set forth in an Officers’ Officer's Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1a) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2b) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.6, 2.092.7, 2.11 2.8 or 12.39.7 and except for any Securities which pursuant to Section 2.5, are deemed never to have been authenticated and delivered hereunder);
(3c) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4d) the date or dates on which the principal of the any Securities of the Series series is payablepayable and whether such Securities shall constitute Installment Securities;
(5e) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any such interest is payablepayable on any interest payment;
(6f) the place or places where the principal of and any premium and interest on any Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7g) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which which, any Securities of the Series series may be redeemed, in whole or in part, at the option of the Issuer, pursuant Company and the manner in which any election by the Company to any sinking fund or otherwiseredeem the Securities shall be evidenced;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9h) the obligation, if any, of the Issuer Company to redeem, redeem or purchase or repay any Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which which, the price or prices at which, and the terms and conditions upon which which, any Securities of the Series series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11i) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held series shall initially be represented by a Person who is not a U.S. Person in respect of taxes Global Securities or similar charges withheld or deducted definitive Securities and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 100,000 and any integral multiple of $1,000 in excess thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(13j) if the form amount of principal of or any premium or interest on any Securities of the Securities (series may be determined with reference to an index or forms thereof if Unregistered and Registered Securities pursuant to a formula or other measure, the manner in which such amounts shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securitiesdetermined;
(14k) if other than the currency or currenciesof the United States of America, or currency unit the currency, currencies or currency units in which payments the principal of or any premium or interest or principal and other amounts are payable with respect to the on any Securities of the Series are to series shall be denominatedpayable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, payable, redeemable or repurchasable, as including for purposes of the case may bedefinition of "Outstanding" in Section 1.1;
(15l) whether if the principal of or any premium or interest on any Securities of the Series series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are issuable stated to be payable, the currency, currencies or currency units in Trancheswhich the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17m) if other than the Trusteeentire Principal Amount thereof, the portion of the Principal Amount of any trusteesSecurities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 4.2;
(n) if the Principal Amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, authenticating the amount which shall be deemed to be the Principal Amount of such Securities as of any such date for any purpose thereunder or Paying Agentshereunder, transfer agents including the Principal Amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or registrars or which shall be deemed to be Outstanding as of any other agents with respect date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the Principal Amount shall be determined);
(o) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 11.2 or 11.3 or both such SeriesSections and the manner in which any election by the Company to defease such Securities shall be evidenced;
(18p) if the applicable, that any Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Exhibit A or pursuant to Section 2.2 and any circumstances in addition to or in lieu of those set forth in Section 2.7 in which any such Global Security may be exchanged in whole or in part for Securities registered and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depository for such SecuritiesGlobal Security or a nominee thereof,
(q) the form of any legend(s) which shall be borne by any Restricted Securities in addition to or in lieu of that set forth in Exhibit A, any circumstances in addition to or in lieu of those set forth in Section 2.7 in which such legend(s) may be removed or modified, and any circumstances in addition to or in lieu of those set forth in Section 2.7 in which Restricted Securities may be registered for transfer or may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in a Global Security and any related certificates in addition to or in lieu of those set forth in Section 2.13;
(20r) any addition to or change in the application, if any, Events of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) Default which applies to the any Securities of the Series; series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 4.2;
(s) any addition to a change in the covenants set forth in Article 8 which applies to Securities of the series: and
(21t) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 7.1(e)). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in by or pursuant to such Officer Action or such resolution of the Board of Directors Officer's Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue price.
Appears in 2 contracts
Sources: Trust Indenture (Midamerican Energy Holdings Co /New/), Trust Indenture (Williams Companies Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 303, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) if the Securities of the series will not have the benefit of the Subsidiary Guarantees of the Subsidiary Guarantors;
(3) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 304, 2.09305, 2.11 306, 906 or 12.31107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);
(34) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(45) the date or dates on which the principal of the any Securities of the Series series is payable;
(56) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any such interest is payablepayable on any Interest Payment Date;
(67) the place or places where the principal of and any premium and interest on any Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7) 8) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany and, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereofby a Board Resolution, the portion of manner in which any election by the principal amount of Company to redeem the Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02evidenced;
(9) the obligation, if any, of the Issuer Company to redeem, redeem or purchase or repay any Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(11) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(12) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101;
(13) if the form principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or forms thereof if Unregistered and Registered Securities the manner in which such amount shall be issuable in such Seriesdetermined), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) if other than the currency or currenciesentire principal amount thereof, or currency unit or currency units in which payments the portion of interest or the principal and other amounts are payable with respect to the amount of any Securities of the Series are series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to be denominated, payable, redeemable or repurchasable, as the case may beSection 502;
(15) whether if the principal amount payable at the Stated Maturity of any Securities of the Series are issuable series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in Tranchesany such case, the manner in which such amount deemed to be the principal amount shall be determined);
(16) whetherif applicable, and under what circumstances, that the Securities of the series, in whole or any Series specified part, shall be convertible into defeasible pursuant to Section 1502 or Section 1503 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities of any other Seriesshall be evidenced;
(17) if other than the Trusteeapplicable, that any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositories for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 205 and any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
(18) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502;
(19) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to whether the Securities of the Seriesseries will be convertible into Common Stock (or cash in lieu thereof) and, if so, the terms and conditions upon which such conversion will be effected; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. The Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche each series shall have the same issue date, maturity date, interest rate or method benefit of determining interest, redemption and repayment provisions, interest payment dates, and, in the case Subsidiary Guarantees unless the Company elects otherwise upon the establishment of Original Issue Discount Securities, the same issue pricea series pursuant to this Section 301.
Appears in 2 contracts
Sources: Senior Indenture (Whiting Petroleum Corp), Senior Indenture (Whiting Oil & Gas Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in one or more Board Resolutions or pursuant to a resolution of the authority granted by one or more Board of Directors or an Officer Action and Resolutions and, subject to Section 3.3, set forth in, or determined in the manner provided in, an Officers’ Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (17) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time, subject to Article IX):
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other series of Securities) and whether such Securities issued by the Issuer)are senior or subordinated;
(2) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.093.5, 2.11 3.6, 9.6, 11.7 or 12.313.5 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the Series series is payable;
(54) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which any such interest shall accrue, or the interest payment method by which such date or dates shall be determined, the Interest Payment Dates on which such interest shall be payable, the right, if any, of the Company to defer or extend an Interest Payment Date, and the Regular Record Date, if any, for the interest payable andon any Registered Security on any Interest Payment Date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months;
(5) the place or places, if any, other than or in addition to the City of Wilmington, Delaware, where the principal of (and premium, if any) and interest, if any, on Securities of the series shall be payable (which in the case of Bearer Securities shall be outside the United States), where any Registered SecuritiesSecurities of the series may be surrendered for registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 1.6, the record dates for place or places where notices or demands to or upon the determination Company in respect of Holders to whom interest is payablethe Securities of the series and this Indenture may be served;
(6) the place period or places where the principal and interest on Securities of the Series shall be payable (if other than as provided in Section 3.02);
(7) periods within which, the price or prices at which, the period or periods within which Currency in which, and the other terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany or a Holder thereof, if the Company or such Holder is to have that option;
(7) the obligation or right, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provision or at the option of a Holder thereof, and the period or periods within which or the date or dates on which, the price or prices at which, the Currency in which, and other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;
(8) if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination or denominations in which any Bearer Securities of the series shall be issuable;
(9) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;
(10) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which series that shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 5.2, upon redemption of the Securities of the series which are redeemable before their Stated Maturity, upon surrender for repayment at the option of the Holder, or provable in bankruptcy which the Trustee shall be entitled to claim pursuant to Section 5.025.4 or the method by which such portion shall be determined;
(911) if other than Dollar, the obligationCurrency or Currencies in which payment of the principal of (or premium, if any) or interest, if any, of on the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund series shall be made or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;
(12) whether the amount of payments of principal of (or premium, if any) or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such Series amounts shall be determined;
(13) whether the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a Currency other than that in which and such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;
(14) the designation of the initial Exchange Rate Agent, if any, or any depositaries;
(15) whether Article Fourteen shall be applicable to the Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationseries;
(1016) provisions, if any, granting special rights to the issuance Holders of Securities of the series upon the occurrence of such events as may be specified;
(17) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(18) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or Unregistered Securities without coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities, whether such Securities of any series are to be issuable initially in temporary global form and the rights of the Holders to exchange Unregistered Securities for Registered whether any Securities of the Series series are to be issuable in permanent global form with or to without coupons and, if so, whether beneficial owners of interests in any such permanent global Security may exchange Registered such interests for Securities of the Series for Unregistered Securities such series and of the Series like tenor of any authorized form and denomination and the circumstances under which any such exchangesexchanges may occur, if permittedother than in the manner provided in Section 3.5, whether Registered Securities of the series may be madeexchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), and the circumstances under which and the place or places where any such exchanges may be made and if Securities of the series are to be issuable in global form, the identity of any initial depository therefor;
(1119) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(20) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.4; and the extent to which, or the manner in which any interest payable on a permanent global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.7;
(21) if Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions;
(22) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;
(23) whether, under what circumstances and the Issuer or Parent Currency in which the Company will pay additional amounts Additional Amounts as contemplated by Section 10.8 on the Securities of the Series held by a Person series to any Holder who is not a U.S. Person United States person (including any modification to the definition of such term) in respect of taxes any tax, assessment or similar charges withheld or deducted governmental charge and, if so, whether the Issuer or Parent Company will have the option to redeem such Securities rather than pay such additional amountsAdditional Amounts (and the terms of any such option);
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(1824) if the Securities of such Series do not bear interestthe series are to be convertible into or exchangeable for any securities of any Person (including the Company), the applicable dates for purposes of Section 4.01 hereofterms and conditions upon which such Securities will be so convertible or exchangeable;
(1925) whether the Securities of such Series the series are subject to be issuable in whole or in part in the form of one or more Depository Securities, subordination and, in such caseif so, the Depository for terms of such Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Seriessubordination; and
(2126) any other terms terms, conditions, rights and preferences (or conditions upon which limitations on such rights and preferences) relating to the Securities of the Series are to be issued series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture). All Securities of any one Series series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action Board Resolution or pursuant to authority granted by one or more Board Resolutions (subject to Section 3.3) and set forth in such resolution of the Board of Directors Officer’s Certificate or in any such indenture supplemental hereto. All Not all Securities of any one Series series need not be issued at the same time, and and, unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Seriesseries. Each Series may be issued in If any of the terms of the Securities of any series are established by action taken pursuant to one or more Tranches. Except as provided in Board Resolutions or pursuant to authority granted by one or more Board Resolutions, such Board Resolutions shall be delivered to the foregoing paragraph, all Securities Trustee at or prior to the issuance of a Tranche shall have the same issue date, maturity date, interest rate or method first Security of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue pricesuch series.
Appears in 2 contracts
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution, and, subject to Section 3.03, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.09Section 3.05, 2.11 Section 3.06, Section 9.06 or 12.3Section 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the any Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any such interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal of and any premium and interest on any Securities of the Series series shall be payable (if other than as provided and the manner in Section 3.02)which any payment may be made;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany and, pursuant if other than by a Board Resolution, the manner in which any election by the Company to any sinking fund or otherwiseredeem the Securities shall be evidenced;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer Company to redeem, redeem or purchase or repay any Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(129) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(11) if other than the currency of the United States of America, the currency, currencies, composite currency, composite currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for the purposes of making payment in the currency of the United States of America and applying the definition of “Outstanding” in Section 1.01;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies, composite currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies, composite currency, composite currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the form entire principal amount thereof, the portion of the principal amount of any Securities (or forms thereof if Unregistered and Registered Securities of the series which shall be issuable in such Series), including such legends as required by law or as payable upon declaration of acceleration of the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered SecuritiesMaturity thereof pursuant to Section 5.02;
(14) if the currency or currencies, or currency unit or currency units in which payments principal amount payable at the Stated Maturity of interest or principal and other amounts are payable with respect to the any Securities of the Series are series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be denominatedthe principal amount of such Securities as of any such date for any purpose thereunder or hereunder, payableincluding the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, redeemable or repurchasablein any such case, as the case may bemanner in which such amount deemed to be the principal amount shall be determined);
(15) whether if applicable, that the Securities of the Series are issuable series, in Trancheswhole or any specified part, shall not be defeasible pursuant to Section 12.02 or Section 12.03 or both such Sections, and, if such Securities may be defeased, in whole or in part, pursuant to either or both such Sections, any provisions to permit a pledge of obligations other than U.S. Government Obligations (or the establishment of other arrangements) to satisfy the requirements of Section 12.04(1) for defeasance of such Securities and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
(16) whetherif applicable, and under what circumstances, the that any Securities of any Series the series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04, any addition to, elimination of or other change in the circumstances set forth in Clause (2) of the penultimate paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof and any other provisions governing exchanges or transfers of any such Global Security;
(17) any addition to, elimination of or other change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02 and any change to the limitations on the rights of Holders pursuant to Section 5.07;
(18) any addition to, elimination of or other change in the covenants set forth in Article X which applies to Securities of the series;
(19) any provisions necessary to permit or facilitate the issuance, payment or conversion of any Securities of the series that may be converted into securities or other property other than Securities of the same series and of like tenor, whether in addition to, or in lieu of, any payment of principal or other amount and whether at the option of the Company or otherwise;
(20) if applicable, that Persons other than those specified in Section 1.11 shall have such benefits, rights, remedies and claims with respect to any Securities of the series or under this Indenture with respect to such Securities, as and to the extent provided for such Securities;
(2021) any change in the application, if any, actions permitted or required under this Indenture to be taken by or on behalf of either or both the Holders of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Seriesseries, including any such change that permits or requires any or all such actions to be taken by or on behalf of the Holders of any specific Securities of the series rather than or in addition to the Holders of all Securities of the series;
(22) if the Securities of the series are to be guaranteed by any Guarantors, the names of the Guarantors of the Securities of the series (which may, but need not, include any or all of the Initial Guarantors) and the terms of the Guarantees of the Securities of the series, if such terms differ from those set forth in Section 13.01, and any deletions from, or modifications or additions to, the provisions of Article XIII or any other provisions of this Indenture in connection with the Guarantees of the Securities of the series;
(23) whether the Securities of such series are to be secured by any property, assets or other collateral and, if so, the applicable collateral, any deletions from, or modifications or additions to, the provisions of Article XV hereof or any other provisions of this Indenture in connection therewith or in connection with any other instrument or agreement entered into in connection therewith; and
(2124) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(7)). If the Securities of the series are to be guaranteed by any Guarantor pursuant to Article XIII, there shall be established in one or more indentures supplemental hereto, prior to the issuance of Securities of the series, the terms of the Guarantees by such Guarantor with respect to the Securities of the series, if such terms differ from those set forth in Section 13.01. All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise providedprovided pursuant to this Section 3.01 for any series, a Series after issuance of Securities of such series, such series may be reopened for issuances of additional Securities of such Seriesthat series. Each Series The terms of any Security of a series may differ from the terms of other Securities of the same series, if and to the extent provided pursuant to this Section 3.01. The matters referenced in any or all of Clauses (1) through (24) above may be issued established and set forth or determined as aforesaid with respect to all or any specific Securities of a series (in one each case to the extent permitted by the Trust Indenture Act). If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or more Tranchesan Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. Except The Securities shall be subordinated in right of payment to Senior Debt as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceArticle XIV.
Appears in 2 contracts
Sources: Indenture (Enflex Corp), Indenture (Usf Glen Moore Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. Securities of any one series need not be issued at the same time, and unless specifically provided otherwise, a series may be reopened, without the consent of the Holders, for issuances of additional securities of such series. There shall be established in by or pursuant to a resolution of the Board of Directors or an Officer Action and Resolution and, subject to Section 303, set forth or determined in the manner provided in an Officers’ Certificate, ' Certificate or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 304, 2.09305, 2.11 or 12.3306, 906, 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal or installments of principal of the Securities of the Series series is payableor are payable and any rights to extend such date or dates;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the formula pursuant to which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal of (and premium, if any) and interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable, any Securities of the series may be surrendered for registration of transfer or exchange and notices and demands to or upon the Company with respect to the Securities of the series and this Indenture may be served;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if other than denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000, the denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America, the manner of determining the U.S. dollar equivalent of the principal amount thereof for purposes of the definition of "Outstanding" in Section 101, provided, however, that prior to the issuance of any such Securities, the Company shall have obtained the written consent of the Trustee, which consent may be withheld in the sole reasonable discretion of the Trustee, to the currency, currencies or currency units so established and, if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(11) any other event or events of default applicable with respect to Securities of the series in addition to or in lieu of those provided in Section 501(1) through (7);
(12) any other restrictive covenants applicable with respect to the Debt Securities of the series in addition to or in lieu of those provided in Sections 1007 and 1008;
(13) if less than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02502;
(914) any index used to determine the obligation, if any, amount of the Issuer to redeem, purchase or repay Securities payment of the Series whether pursuant to principal of and any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof premium and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts interest on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may beseries;
(15) whether the Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable issued in whole or in part in the form of one or more Depository Securities, Global Securities and, if so, (a) the Depositary with respect to such Global Security or Securities and (b) the circumstances under which any such Global Security may be exchanged for Securities registered in the name of, and any transfer of such caseGlobal Security may be registered to, the Depository for a Person other than such SecuritiesDepositary or its nominee, if other than as set forth in Section 305;
(2016) the application, if any, principal of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to any premium or interest on the Securities of a series is denominated or payable in a currency or currencies other than the Seriescurrency of the United States of America, whether and under what terms and conditions the Company may be discharged from obligations pursuant to Sections 403 and 1107 with respect to Securities of such series; and
(2117) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)). All Securities of any one Series series (other than Securities offered in a Periodic Offering) shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in by or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and, subject to Section 303, set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. All If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. With respect to Securities of any one Series need not be issued at the same timea series offered in a Periodic Offering, such Board Resolution and unless otherwise provided, a Series Officers' Certificate or supplemental indenture may be reopened provide general terms or parameters for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in series and provide either that the foregoing paragraph, all specific terms of particular Securities of such series shall be specified in a Tranche Company Order or that such terms shall have be determined by the same issue date, maturity date, interest rate Company or method its agents in accordance with other procedures specified in a Company Order as contemplated by the third paragraph of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceSection 303.
Appears in 2 contracts
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series;
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.093.5, 2.11 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the Series series is payablepayable (or the method of determination thereof);
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the method of calculating such rate or rates of interest, the date or dates from which such interest shall accrueaccrue (or the method of determination thereof), the Interest Payment Dates on which any such interest payment shall be payable (or the method of determination thereof) and the Regular Record Date for any interest payable on any Interest Payment Date (or the method of determination thereof);
(6) whether the interest rate or interest rate formula for the Securities may be reset at the option of the Company or otherwise, and the date or dates on which such interest shall rate or interest rate formula may be payable and, in the case of Registered Securities, the record dates for the determination of Holders to whom interest is payablereset;
(67) the place or places where the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7) 8) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02Company;
(9) the obligation, if any, of the Issuer Company to redeem, purchase or repay Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which Securities of the Series series shall be issuable;
(11) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of "Outstanding" in Section 1.1;
(12) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(13) if the form principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities (are stated to be payable, the currency, currencies or forms thereof if Unregistered currency units in which payment of the principal of and Registered any premium and interest on Securities of such series as to which such election is made shall be issuable in such Series)payable, including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates periods within which may and the terms and conditions upon which such election is to be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securitiesmade;
(14) the currency application, if any, of Section 13.2 or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect 13.3 to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may beseries;
(15) whether the Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable issued in whole or in part in the form of one or more Depository Securities, Book-Entry Securities and, in such case, the Depository with respect to such Book-Entry Security or Securities and the circumstances under which any Book-Entry Security may be registered for transfer or exchange, or authenticated and delivered, in the name of a Person other than such Depository or its nominee, if other than as set forth in Section 3.5;
(16) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(17) any subordination provisions applicable to the Securities of the series, which, notwithstanding the provisions of Sections 9.1 and 9.2, may be determined without the consent of any of the Holders of any outstanding series of Securities;
(18) the terms and conditions, if any, upon which the Securities are to be convertible into, or exchangeable for, securities or property of the Company, cash or any combination thereof;
(19) any deletions from or modifications of or additions to the Events of Default set forth in Section 5.1 or the covenants of the Company set forth in Article X that pertain to the Securities of the series;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to whether the Securities of the Seriesseries will be issued, in whole or in part, in bearer form and, if so, any provisions related thereto; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. All Securities If any of any one Series need not be issued at the same time, and unless otherwise providedterms of the series are established by action taken pursuant to a Board Resolution, a Series may be reopened for issuances copy of additional Securities an appropriate record of such Series. Each Series may action shall be issued in one certified by the Secretary or more Tranches. Except as provided in an Assistant Secretary of the foregoing paragraph, all Securities Company and delivered to the Trustee at or prior to the delivery of a Tranche shall have the same issue date, maturity date, interest rate or method Officers' Certificate setting forth the terms of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 2 contracts
Sources: Indenture (Alberto Culver Co), Indenture (Alberto Culver Co)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1a) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2b) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, of other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.093.5, 2.11 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4c) the date or dates date on which the principal of (and premium, if any, on) any of the Securities of the Series is payableseries are payable or the method of determination thereof and the amount or amounts of any installment of principal payable on such dates;
(5d) the rate or rates (which may be fixed or variable)rates, or the method or methods of determination thereof, at which any of the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom interest is payablepayable on any Registered Securities on any Interest Payment Date;
(6e) the place or places where the principal of (and interest premium, if any) and interest, if any, on any of the Securities and Coupons, if any, of the series shall be payable and the office or agency for the Securities of the Series shall be payable (if other than as provided in series maintained by the Company pursuant to Section 3.02)10.2;
(7f) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities any of the Series Securities and any Coupons of the series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(g) the terms of any sinking fund and the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) h) if other than denominations of $1,000, if registered, and $5,000, if bearer, and any integral multiple of the applicable denominations, the denominations in which the Securities of the series shall be issuable;
(i) if other than the principal amount thereof, the portion of the principal amount of any of the Securities of the Series series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.025.2;
(9j) (the application, if any, of Section 4.3, or such other means of satisfaction and discharge as may be specified for the Securities and Coupons, if any, for a series;
(k) any deletions or modifications of or additions to the Events of Default set forth in Section 5.1 or covenants of the Company set forth in Article X pertaining to the Securities of the series;
(l) the obligationforms of the Securities and Coupons, if any, of the Issuer to redeem, purchase or repay series;
(m) whether the Securities of the Series whether pursuant series are to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance issued as Registered Securities or Unregistered Bearer Securities (with or bothwithout Coupons), and the rights of the Holders to exchange Unregistered or a combination thereof, whether Bearer Securities may be exchanged for Registered Securities of the Series or to exchange series and whether Registered Securities may be exchanged for Bearer Securities of the Series for Unregistered Securities of the Series series (if permitted by applicable laws and regulations) and the circumstances under which and the place or places where any such exchanges, if permitted, may be made; and whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in definitive global form with or without Coupons and, it so, whether beneficial owners of interests in any such definitive global Security -lay exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which and the place or places where any such exchanges may occur, if other than in the manner provided in Section 3.5;
(11n) if the Securities and Coupons, if any, of the series are to be issued upon the exercise of warrants, the time, manner and place for Securities to be authenticated and delivered;
(o) whether and under what circumstances and with what procedures and documentation the Issuer or Parent Company will pay additional amounts on any of the Securities and Coupons, if any, of the Series held by a Person series to any Holder who is not a U.S. Person United States person (including a definition of such term), in respect of taxes any tax, assessment or similar charges other governmental charge withheld or deducted from a payment thereon and, if so, whether the Issuer or Parent Company will have the option to redeem such Securities rather than pay additional amounts (and the terms of any such additional amountsoption);
(12p) if other than denominations of $1,000 and the Person to whom any integral multiple thereof, the denominations, which may be in Dollars, interest on any Foreign Currency or ECU, in which Securities Registered Security of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating Person in whose name that Security (or Paying Agents, transfer agents one or registrars or any other agents with respect to more Predecessor Securities) is registered at the Securities close of business on the Regular Record Date for such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of the Coupons appertaining thereto as they severally mature and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 4.01 hereof;3.4.
(19q) whether the Securities of such Series are to the series shall be issuable issued in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary for such Global Security or Securities;; and
(20r) the application, if any, any other terms of either or both any of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series and the Coupons appertaining to any Bearer Securities of such series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraphrate or rates of interest, if any, and the Maturity and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth in the Officers, Certificate referred to above or in any such indenture supplemental hereto. All The Securities shall be payable as to principal and interest, if any, and any premium payable upon the redemption thereof in Dollars. At the option of the Company, interest on the Registered Securities of any one Series need not series that bears interest may be issued at paid by mailing a check to the same time, and unless otherwise providedaddress of any Holder as such address shall appear in the Securities Register. If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a Series may copy of an appropriate record of such action together with such Board Resolution shall be reopened for issuances certified by the Secretary or an Assistant Secretary of additional the Company and delivered to the Trustee at or prior to the delivery of the Officers, Certificate setting forth the terms of the Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 2 contracts
Sources: Indenture Provisions (Aristar Inc), Indenture Agreement (Washington Mutual Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in one or more Board Resolutions or pursuant to a resolution of authority granted by one or more Board Resolutions and, subject to Section 303, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (16) below), if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of the series when issued from time to time):
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series such series from all other Securities issued by the Issuerseries of Securities);
(2) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08304, 2.09305, 2.11 306, 906, 1107 or 12.31305);
(3) if other than 100% of their principal amount, the percentage of their the principal amount at which the Securities of the Series series will be offeredissued and, if other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of maturity thereof;
(4) the date or dates dates, or the method for determining such date or dates, on which the principal of the Securities of the Series is series shall be payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrueaccrue or the method by which such date or dates shall be determined, the interest payment dates Interest Payment Dates on which such interest will be payable and the Regular Record Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date shall be payable anddetermined, in and the case basis upon which interest shall be calculated if other than that of Registered Securities, the record dates for the determination a 360-day year of Holders to whom interest is payabletwelve 30-day months;
(6) the place or places places, if any, other than the Corporate Trust Office of the Trustee, where (i) the principal of (and interest on premium or Make-Whole Amount, if any), interest, if any, on, and Additional Amounts, if any, payable in respect of, the Securities of the Series series shall be payable payable, (if other than as provided ii) any Registered Securities of the series may be surrendered for registration of transfer or exchange and (iii) notices or demands to or upon the Issuer in Section 3.02)respect of the Securities of the series and this Indenture may be served;
(7) the period or periods within which, the price or prices at which, the period currency or periods within which currencies, currency unit or units or composite currency or currencies in which, and the other terms and conditions upon which the Securities of the Series series may be redeemed, in as a whole or in part, at the option of the Issuer, if the Issuer is to have such an option;
(8) the obligation, if any, of the Issuer to redeem, repay or purchase the Securities of the series pursuant to any sinking fund or otherwiseanalogous provision or at the option of a Holder thereof, and the period or periods within which or the date or dates on which, the price or prices at which, the currency or currencies, currency unit or units or composite currency or currencies in which, and other terms and conditions upon which the Securities of the series shall be redeemed, repaid or purchased, as a whole or in part, pursuant to such obligation;
(8) 9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000 and any integral multiple thereof, the denomination or denominations in which any Bearer Securities of the series shall be issuable;
(10) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent and/or offshore Paying Agent (a "Special Paying Agent") required to act as paying agent and/or exchange agent for a series of Securities outside of the United States;
(11) if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series which series that shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 502 or provable in bankruptcy pursuant to Section 5.02the method by which such portion shall be determined;
(912) if other than Dollars, the obligationForeign Currency or Currencies in which payment of the principal of (and premium or Make-Whole Amount, if any) or interest or Additional Amounts, if any, of on the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund series shall be payable or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of the series shall be denominated;
(13) whether the amount of payments of principal of (and premium or Make-Whole Amount, if any) or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more currencies, currency units, composite currencies, commodities, equity indices or other indices), and the manner in which such Series amounts shall be determined;
(14) whether the principal of (and premium or Make-Whole Amount, if any) or interest or Additional Amounts, if any, on the Securities of the series are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies, currency unit or units or composite currency or currencies other than that in which and such Securities are denominated or stated to be payable, the period or periods within which which, and the terms and conditions upon which, such election may be made, and the time and manner of, and identity of the exchange rate agent with responsibility for, determining the exchange rate between the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are denominated or stated to be payable and the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are to be so payable;
(15) provisions, if any, granting special rights to the Holders of the Securities of the Series shall series upon the occurrence of such events as may be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationspecified;
(1016) any deletions from, modifications of or additions to the issuance Events of Default or covenants of the Issuer with respect to the Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(17) whether the Securities of the series will be in certificated or book-entry form and, if certificated, whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or Unregistered Securities without coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the rights terms upon which Bearer Securities of the Holders to exchange Unregistered Securities series may be exchanged for Registered Securities of the Series or to exchange Registered series and vice versa (if permitted by applicable laws and regulations), whether any Securities of the Series for Unregistered series are to be issuable initially in temporary global form and whether any Securities of the Series series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchangesexchanges may occur, if permittedother than in the manner provided in Section 305, may and, if Registered Securities of the series are to be madeissuable as a global Security, the identity of the depositary for such series;
(1118) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(19) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 304;
(20) the applicability, if any, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of, any of the provisions of Article Fourteen;
(21) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions;
(22) whether and under what circumstances the Issuer or Parent will pay additional amounts Additional Amounts on the Securities of the Series held by a Person series to any Holder who is not a U.S. United States Person (including any modification to the definition of such term) in respect of taxes any tax, assessment or similar charges withheld or deducted governmental charge and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amountsAdditional Amounts (and the terms of any such option);
(1223) if with respect to any Securities that provide for optional redemption or prepayment upon the occurrence of certain events (such as a change of control of the Issuer), (i) the possible effects of such provisions on the market price of the Issuer's or the General Partner's securities or in deterring certain mergers, tender offers or other than denominations takeover attempts, and the intention of $1,000 the Issuer to comply with the requirements of Rule 14e-1 under the Exchange Act and any integral multiple thereofother applicable securities laws in connection with such provisions; (ii) whether the occurrence of the specified events may give rise to cross-defaults on other indebtedness such that payment on such Securities may be effectively subordinated; and (iii) the existence of any limitations on the Issuer's financial or legal ability to repurchase such Securities upon the occurrence of such an event (including, if true, the denominationslack of assurance that such a repurchase can be effected) and the impact, which if any, under the Indenture of such a failure, including whether and under what circumstances such a failure may constitute an Event of Default;
(24) with respect to any Securities that may be issued in Dollarsa private offering, any Foreign Currency or ECU, in which the restrictions on transfer and legends relating to such Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered series and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series series are issuable in Tranchesentitled to registration or exchange rights;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(1725) if other than the TrusteeTrustee named in the first paragraph of this Indenture, the identity of the Person to act as Trustee for such series; provided that any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents such Person shall in writing agree to act as Trustee with respect to the said series of Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) subject to the Securities provisions hereof and of the Seriesany other agreement affecting said series; and
(2126) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series and the coupons, if any, appertaining to any Bearer Securities of the series shall be substantially identical except except, in the case of Registered Securities, as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board Resolution establishing the series (subject to Section 303 and the second paragraph of Directors this Section 301) and set forth in an Officers' Certificate or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Seriesseries. Each Series may be issued in If any of the terms of the Securities of any series are established by action taken pursuant to one or more Tranches. Except as provided in Board Resolutions, a copy of an appropriate record of such action(s) shall be certified by the foregoing paragraph, all Secretary or an Assistant Secretary of the General Partner and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue pricesuch series.
Appears in 2 contracts
Sources: Indenture (Equity Office Properties Trust), Indenture (Equity Office Properties Trust)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimitednot limited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series, any or all of the following as applicable:
(1i) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2ii) any the limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.082.5, 2.093.4, 2.11 3.5, 3.6, 9.5, 11.7 or 12.312.5, and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4iii) the date or dates on which the principal of the Securities of the Series series is payablepayable or the manner in which such dates are determined;
(5iv) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if anyor the manner in which such rates are determined, the date or dates from which such interest shall accrue, or the interest payment manner in which such dates are determined, the Interest Payment Dates on which such interest shall be payable andand the Regular Record Dates, in the case of Registered Securitiesif any, the record dates for the determination of Holders to whom interest is payablepayable on any Interest Payment Date;
(6v) the place or places where the principal of (and premium, if any, on) and any interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7vi) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwiseCompany;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9vii) the obligation, if any, of the Issuer Company to redeem, purchase or repay Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and thereof;
(viii) the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12ix) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which Securities of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17x) if other than the Trustee, any trusteesthe identity of the Security Registrar and/or Paying Agent;
(xi) if other than the principal amount thereof, authenticating the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(xii) if other than such coin or Paying Agentscurrency of the United States of America as at the time of payment is legal tender for payment of public or private debts, transfer agents the coin or registrars currency or any other agents with respect to currency unit in which payment of the principal of (and premium, if any) or interest on the Securities of such Seriesthe series shall be payable;
(18xiii) if the amount of payment of principal of (and premium, if any) or interest on the Securities of such Series do not bear interestthe series may be determined with reference to an index, formula or other method based on a coin currency or currency unit other than that in which the Securities are stated to be payable, the applicable dates for purposes of Section 4.01 hereofmanner in which such amounts shall be determined;
(19xiv) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;
(xv) whether the Securities of such Series the series are to be issuable in whole or in part in the form of one or more Depository Securities, as a Global Security and, in such case, the identity of the Depository for such Securitiesseries;
(20xvi) the applicationterms and conditions, if any, under which the Debt Securities may be converted into or exchanged for our Common Stock, Preferred Stock or other securities (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of either the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion);
(xvii) the provisions necessary to permit or both facilitate the defeasance and discharge or covenant defeasance of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of or within the Seriesseries; and
(21xviii) any other terms terms, conditions, rights and preferences (or conditions upon which limitations on such rights and preferences) relating to the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or Board Resolution and set forth in such resolution of the Board of Directors Officers’ Certificate or in any such indenture supplemental hereto. All Not all Securities of any one Series series need not be issued at the same time, and and, unless otherwise provided, a Series series may be reopened for issuances of additional Securities of such Seriesseries. Each Series may If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers’ Certificate setting forth the terms of the series shall be issued in one delivered to the Trustee at or more Tranches. Except as provided in prior to the foregoing paragraph, all delivery of the Company Order for authentication and delivery of Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue pricesuch series.
Appears in 2 contracts
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2) the total principal amount of the series of such Securities and whether there shall be any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.8, 2.092.9, 2.11 or 12.311.3);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the principal of the Securities of the Series series is payable;
(54) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of Registered Securities, and the record dates for the determination of Holders to whom interest is payable, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months;
(5) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security is registered at the close of business on the regular record date for such interest;
(6) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal and of or interest on such Securities of the Series shall be payable (if other than as provided payable, where any of such Securities that are issued in Section 3.02)registered form may be surrendered for registration of, transfer or exchange, and where any such Securities may be surrendered for conversion or exchange and notices of demands to or upon the Issuer in respect of such Securities and this Indenture may be served;
(7) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(129) if other than in minimum denominations of $2,000 and integral multiples of $1,000 and any integral multiple in excess thereof, the denominations, which may be in Dollars, any Foreign Currency denomination or ECU, denominations in which any Securities of the Series a series in registered form shall be issuable;
(10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 4.1 or the method by which such portion shall be determined;
(11) if other than Dollars, the currency or currencies in which payment of the principal of or interest, if any, on the Securities of the series shall be made or in which the Securities of the series shall be denominated and the particular provisions applicable thereto;
(12) whether the amount of payments of principal of or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;
(13) if Sections 12.2 and/or 12.3 are not applicable to the form Securities of the Securities (series and any provisions in modification of, in addition to or forms thereof if Unregistered and Registered Securities in lieu of any of the provisions of Article Twelve that shall be issuable in such Series), including such legends as required by law or as applicable to the Issuer deems necessary or appropriate, Securities of the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securitiesseries;
(14) the currency or currenciesprovisions, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect if any, granting special rights to the Holders of Securities of the Series are to series upon the occurrence of such events as may be denominated, payable, redeemable or repurchasable, as the case may bespecified;
(15) whether Securities of the Series series are to be issuable as Securities in registered form, Securities in bearer form (with or without coupons) or both, any restrictions applicable to the offer, sale or delivery of Securities in bearer form, whether such Securities of any series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in Tranchespermanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent Global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.8, whether Securities of the series in registered form may be exchanged for Securities of the series in bearer form (if permitted by applicable laws and regulations), and the circumstances under which and the place or places where any such exchanges may be made;
(16) whetherany deletions from, and under what circumstances, modifications of or additions to the Events of Default or covenants of the Issuer with respect to Securities of any Series shall be convertible into Securities the series, whether or not such Events of any other SeriesDefault or covenants are consistent with the Events of Default or covenants set forth herein;
(17) if Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other than documents or satisfaction of other conditions, then the Trusteeform and/or terms of such certificates, documents or conditions;
(18) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;
(19) if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Issuer), the terms and conditions upon which such Securities will be so convertible or exchangeable;
(20) whether the Securities of the series are subject to subordination and, if so, the terms of such subordination;
(21) whether the Securities of the series will be guaranteed by any Person or Persons and, if so, the identity of such Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective guarantors;
(22) whether the Securities of the series will be secured by any collateral and, if so, the terms and conditions upon which such Securities shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of the Issuer or any guarantor;
(23) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture);
(24) any trustees, authenticating or Paying Agentspaying agents, transfer agents or registrars or any other agents with respect to the Securities of such Seriesseries;
(1825) whether the Securities of the series or any portion thereof will be issuable as Global Securities; and
(26) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series series are to be issuable in whole or in part in the form of as one or more Depository Global Securities, and, in such case, the Depository identity of the Depositary for such Global Security or Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors or in any such indenture supplemental hereto. All Not all Securities of any one Series series need not be issued at the same time, and and, unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Seriesseries. Each Series may These additional Securities will be issued in one or more Tranches. Except as provided in the foregoing paragraphconsolidated into and form a single series with, all Securities of a Tranche shall and will have the same issue dateterms as to redemption, maturity datewaivers, interest rate amendments or method otherwise as the Securities of determining interestthe series of which they are in addition to. The Securities of each series issued by the Issuer and any additional Securities of such series subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, redemption including waivers, amendments, redemptions and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceoffers to purchase.
Appears in 2 contracts
Sources: Indenture (Becton Dickinson & Co), Indenture (Cardinal Health Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to (a) a resolution of Certified Resolution or pursuant to authority granted by a Certified Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Officer’s Certificate, or established in (b) one or more indentures supplemental Supplemental Indentures hereto, prior to the issuance of Securities of any Series,series:
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the limit, if any, on the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.09Section 3.5, 2.11 Section 3.6, Section 9.6 or 12.3Section 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder); provided, however, that the authorized aggregate principal amount of such series may from time to time be increased above such amount by a Certified Resolution to such effect;
(3) if other than 100% of their principal amount, the percentage of their principal amount price or prices at which the Securities of the Series will be offeredsold;
(4) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(5) the date or dates on which the principal and premium, if any, of the any Securities of the Series series is payablepayable or the method used to determine or extend those dates;
(56) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, floating) at which the any Securities of the Series series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which any such interest shall accrue, or the interest payment method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable andand the Regular Record Date, in if any, for any such interest payable on any Interest Payment Date, or the case method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than that of Registered Securitiesa 360-day year of twelve 30-day months, the record dates for right, if any, to extend or defer interest payments and the determination duration of Holders to whom interest is payablesuch extension or deferral;
(67) the place or places where the principal of and any premium and interest on any Securities of the Series series shall be payable (if other than as provided payable, the place or places where the Securities of such series may be presented for payment at maturity, registration of transfer or exchange, the place or places where notices and demands to or upon the Company in Section 3.02)respect of the Securities of such series may be made and the manner in which any payment may be made;
(7) 8) the period or periods within which or the date or dates on which, the price or prices at which, the period currency or periods within which currency units in which, and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany and, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereofby a Certified Resolution, the portion of manner in which any election by the principal amount of Company to redeem the Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02evidenced;
(9) the obligationobligation or the right, if any, of the Issuer Company to redeem, redeem or purchase or repay any Securities of the Series whether series pursuant to any sinking fund fund, amortization or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which which, the price or prices at which, the currency or currency units in which, and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 2,000 and any integral multiple of $1,000 in excess thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(1711) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;
(12) if the amount of principal of or premium, if any, or interest on any trusteesSecurities of the series may be determined with reference to a financial or economic measure or index or pursuant to a formula, authenticating the manner in which such amounts shall be determined;
(13) if other than the currency of the United States of America, the currency, currencies or Paying Agentscurrency units in which the principal of or premium, transfer agents if any, or registrars interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;
(14) if the principal of or premium, if any, or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other agents with respect than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or premium, if any, or interest on such Securities as to which such election is made shall be payable, the periods within which or the dates on which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(15) if provisions for the satisfaction and discharge of this Indenture other than as set forth in Section 4.1 shall apply to the Securities of that series;
(16) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or the method by which such Seriesportion shall be determined;
(17) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(18) if other than by a Certified Resolution, the manner in which any election by the Company to defease any Securities of the series pursuant to Section 13.2 or Section 13.3 shall be evidenced; whether any Securities of the series other than Securities denominated in U.S. dollars and bearing interest at a fixed rate are to be subject to Section 13.2 or Section 13.3; or, in the case of Securities denominated in U.S. dollars and bearing interest at a fixed rate, if applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 13.2 or Section 13.3 or both such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereofSections;
(19) whether the if applicable, that any Securities of such Series are to the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.2 and any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
(20) any addition to, deletion from or change in the application, if any, Events of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) Default which applies to the any Securities of the Series; andseries and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(21) any other terms addition to, deletion from or conditions upon change in the covenants set forth in Article X which applies to Securities of the series;
(22) whether the Securities of the Series are series will be secured by any collateral and, if so, the terms and conditions upon which such Securities shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of the Company;
(23) the exchanges, if any, on which the Securities may be issued listed; and
(24) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action Certified Resolution or Officer’s Certificate referred to above and, subject to Section 3.3, set forth in such resolution of the Board of Directors Officer’s Certificate referred to above or in any such indenture supplemental Supplemental Indenture hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as series; provided in that if such additional Securities are not fungible with the foregoing paragraph, all then-outstanding Securities of a Tranche such series for U.S. federal income tax purposes, the additional Securities shall have a separate CUSIP number, subject to Section 3.11. Securities may differ between series in respect of any matters. If any of the same issue dateterms of the series are established by action taken pursuant to a Certified Resolution, maturity date, interest rate a copy of an appropriate record of such action shall be certified by the Secretary or method an Assistant Secretary of determining interest, redemption the Company and repayment provisions, interest payment dates, and, in delivered to the case Trustee at or prior to the delivery of Original Issue Discount Securities, the same issue priceOfficer’s Certificate setting forth the terms of the series.
Appears in 2 contracts
Sources: Indenture (Chevron Corp), Indenture (Chevron Usa Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series:
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 304, 2.09305, 2.11 306, 906 or 12.31107);
(3) whether Securities of the series are to be issuable as Registered Securities, whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form, as Book-Entry Securities or otherwise, and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than 100% of their principal amountin the manner provided in Section 305, and the percentage of their principal amount at which the Securities of the Series will be offeredDepositary for any global Security or Securities;
(4) the manner in which any interest payable on a temporary global Security on any Interest Payment Date will be paid if other than in the manner provided in Section 304;
(5) the date or dates on which the principal of (and premium, if any, on) the Securities of the Series series is payablepayable or the method of determination thereof;
(56) the rate or rates (which may be fixed or variable)rates, or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in the case of Registered Securities, the record dates for the determination of Holders to whom interest is payable;
(6) the place or places where the principal and interest on Securities of the Series shall be payable (if other than as provided set forth in Section 3.02)101, the Regular Record Date for the interest payable on any Registered Securities on any Interest Payment Date;
(7) the price place or prices at whichplaces where, subject to the provisions of Section 1002, the principal of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities of the series shall be payable;
(8) the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue price.the
Appears in 2 contracts
Sources: Indenture (Pilgrims Pride Corp), Indenture (Pilgrims Pride Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, hereto prior to the issuance of Securities of any Series,series:
(1a) the title of the Securities of and the Series (series in which title such Securities shall distinguish the Securities of the Series from all other Securities issued by the Issuer)be included;
(2b) any limit the limit, if any, upon the aggregate principal amount of the Securities of such title and the Series that Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.093.5, 2.11 3.6, 9.6 or 12.311.7);
(3c) if other than 100% of their principal amount, the percentage of their principal amount at which the whether Securities of the Series will series may be offeredissued in whole or in part in global form and, if so, the identity of the Depositary for such Securities in global form, and the terms and conditions, if any, upon which interests in such Securities in global form may be exchanged, in whole or in part, for the individual Securities represented thereby;
(4d) the date or dates on which the principal of the such Securities of the Series is payable;
(5e) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the such Securities of the Series shall bear interest, if any, or method by which such rate or rates are determined, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such securities shall be payable in respect of specified taxes, assessments or other governmental charges withheld or deducted and, in if so, whether the case Company has the option to redeem the affected Securities rather than pay such Additional Amounts, and the basis upon which interest shall be calculated if other than that of Registered Securities, the record dates for the determination a 360-day year of Holders to whom interest is payabletwelve 30-day months;
(6f) the place or places places, if any, in addition to or other than the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest on or Additional Amounts, if any, payable in respect of such Securities of the Series shall be payable (if other than as provided payable, where such Securities may be surrendered for registration of transfer, where such Securities may be surrendered for exchange and where notice and demands to or upon the Company, in respect of such Securities and this Indenture, may be served and where notices to Holders pursuant to Section 3.02)1.6 will be published;
(7g) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which such Securities of the Series may be redeemed, in whole or in part, at the option of the IssuerCompany or a Holder;
(h) the obligation, if any, of the Company to redeem such Securities pursuant to any sinking fund and the period or otherwiseperiods within which, the price or prices at which and the terms and conditions upon which such Securities shall be redeemed in whole or in part, pursuant to such obligation;
(8) i) the denominations in which Securities of the series, if any, shall be issuable if other than denominations of $1,000 and any integral multiple thereof;
(j) whether the Securities will be convertible into or exchangeable for shares of common stock or other securities of the Company or any other Person and, if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at the Company’s option or the holders’ option) conversion or exchange features, and the applicable conversion or exchange period;
(k) if other than dollars, the coin or currency in which the Securities of the series are denominated (including, but not limited to, foreign currency);
(l) if other than the principal amount thereof, the portion of the principal amount of such Securities of the Series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.025.2;
(9m) if the obligationamount of payments of principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect of the Issuer such Securities may be determined with reference to redeeman index, purchase formula or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit method other than that in which the Securities of such Series are stated to be payable, at the manner in which and the period or periods within which and the terms and conditions upon which Securities of the Series such amounts shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationdetermined;
(10n) if the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the Series form and terms of such certificates, documents or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be madeconditions;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16o) whether, and under what circumstancesconditions, the Additional Amounts will be payable to Holders of Securities of any Series shall be convertible into Securities of any other Seriessuch series pursuant to Section 10.4;
(17p) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents Events of Default with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(20) the applicationseries, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Seriesnot otherwise set forth herein; and
(21q) any other terms or conditions upon which the of such Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denominationdenomination and the rate or rates of interest, except as provided in if any, redemption dates and sinking fund dates, if any, and Stated Maturity, the immediately succeeding paragraphdate from which interest, if any, shall accrue, the amount that shall be payable upon the declaration of acceleration and except as may otherwise be provided in or pursuant to such Officer Action or Board Resolution and set forth in such resolution of the Board of Directors Officers’ Certificate or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened for issuances of additional Securities of such Seriesseries. Each Series may be issued in one or more Tranches. Except as provided in If any of the foregoing paragraph, all terms of the Securities of any series were established by action taken pursuant to a Tranche Board Resolution, a copy of an appropriate record of such action shall have be certified by the same issue date, maturity date, interest rate Secretary or method an Assistant Secretary of determining interest, redemption the Company and repayment provisions, interest payment dates, and, in delivered to the case Trustee at or prior to the delivery of Original Issue Discount Securities, the same issue priceOfficers’ Certificate setting forth the terms of such series.
Appears in 2 contracts
Sources: Indenture (UAG Chantilly AU, LLC), Indenture (United Nissan Inc / Tn)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to in accordance with a resolution of the Board of Directors or an Officer Action and set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any Series,series:
(1) the title of the Debt Securities of the Series series (which title shall distinguish the Debt Securities of the Series series from all the Debt Securities of any other Securities series and from any other securities issued by the Issuer);
(2) any limit upon the aggregate principal amount of the Debt Securities of the Series series that may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the Series series pursuant to Sections Section 2.08, 2.09, 2.11 2.11, 2.12 or 12.312.03);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates on which the principal of the Debt Securities of the Series series is payable;
(54) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Debt Securities of the Series series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable andpayable, in the case right, if any, of Registered Securitiesthe Issuer to defer or extend an interest payment date, and the record dates for the determination of Holders to whom interest is payable;
(65) the place or places where the principal and any interest on Debt Securities of the Series series shall be payable (if other than as provided in Section 3.02);
(76) the price or prices at which, the period or periods within which and the terms and conditions upon which Debt Securities of the Series series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(97) the obligation, if any, of the Issuer to redeem, purchase or repay Debt Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which which, the currency or currencies (including currency unit or units) in which, and the terms and conditions upon which Debt Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) 8) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which Debt Securities of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(179) if other than Dollars, the Trusteecurrency or currencies (including currency unit or units) in which the principal of (and premium, any trusteesif any) and interest, authenticating or Paying Agentsif any, transfer agents or registrars or any other agents with respect to on the Debt Securities of such Seriesthe series shall be payable, or in which the Debt Securities of the series shall be denominated;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(1910) whether the Securities of such Series are to the series shall be issuable issued in whole or in part in the form of one or more Depository Securities, Registered Global Securities and, in such case, the Depository Depositary with respect to such Registered Global Security or Securities and the circumstances under which any such Registered Global Security may be registered for transfer or exchange, or authenticated and delivered, in the name of a Person other than such SecuritiesDepositary or its nominee, if other than as set forth in Section 2.12;
(2011) the additions, modifications or deletions, if any, in the Events of Default or covenants of the Issuer set forth herein with respect to the Debt Securities of such series.
(12) if other than the principal amount thereof, the portion of the principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(13) the application, if any, of either Section 13.02 or both of Sections 10.01(B)(ii) and 10.01(B)(iii) Section 13.03 to the Securities of the Series; andany series;
(2114) the relative degree, if any, to which the Debt Securities of the series shall be senior to or be subordinated to other series of Debt Securities in right of payment, whether such other series of Debt Securities are Outstanding or not;
(15) the terms of any right to convert or exchange Debt Securities of the series into or for other securities or property, including (i) the conversion of or exchange price, (ii) the conversion or exchange period, (iii) provisions as to whether conversion or exchange will be at the option of the Holder or the Issuer and (iv) the events requiring an adjustment to the conversion or exchange price;
(16) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture); and
(17) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Debt Securities of such series. All Debt Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue price.
Appears in 2 contracts
Sources: Subordinated Indenture (Financial Security Assurance Holdings LTD/Ny/), Trust Indenture (Financial Security Assurance Holdings LTD/Ny/)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There The terms and conditions listed below, as applicable, of any series of Securities shall be established either in an indenture supplemental hereto or in or pursuant to a resolution of the Board of Directors or an Officer Action and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,Directors:
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from Securities of all other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, for or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.05, 2.092.06, 2.11 2.07, 8.04 or 12.310.07);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates on which the principal of the Securities of the Series series is payable;
(54) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, ) at which the Securities of the Series series shall bear interest, if any, or the formula by which interest shall be calculated by the Company or an agent designated for such purpose, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom interest is payablepayable on any Registered Security on any Interest Payment Date;
(65) the place or places places, if any, in addition to those specified herein, where the principal of and any premium or interest on Securities of the Series series shall be payable (if other than as provided the "Place of Payment"), any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in Section 3.02)respect of the Securities of the series and this Indenture may be served and where notices to holders pursuant to this Indenture will be published;
(76) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(97) the obligation, if any, of the Issuer Company to redeem, purchase or repay Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payableat which, at which and the period or periods within which and the other terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation, which in the case of Securities of any series that are repayable at the option of a holder thereof shall be set forth in the form of such Security;
(8) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities or both, whether Securities of the series are to be issuable with or without coupons or both and, in the case of Bearer Securities, the date as of which such Bearer Securities shall be dated if other than the date of original issuance of the first Security of such series of like tenor and term to be issued;
(9) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, the Depositary (if other that the Depository Trust Company) for such Global Security or Securities and whether such global form shall be permanent or temporary;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered if Securities of the Series series are to be issuable initially in the form of one or to exchange Registered more temporary Global Securities, the circumstances under and the manner in which such temporary Global Securities can be exchanged for definitive Securities of the Series for Unregistered series and whether such definitive Securities of the Series will be Registered Securities, Bearer Securities or both and the circumstances under which any such exchanges, if permitted, may will be madein global form;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the denominations in which Registered Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted andseries shall be issuable, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, and the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which Bearer Securities of the Series such series, if any, shall be issuableissuable if other than the denomination of $5,000;
(12) any Event of Default with respect to the Securities of such series, if not set forth herein;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in of such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securitiesseries;
(14) the currency Person or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to Persons who shall be Security registrar for the Securities of such series if other than as provided for in this Indenture, and the Series are to place or places where the Security registrar for such series shall be denominatedmaintained and the Person or Persons who will be the initial Paying Agent or Agents, payable, redeemable or repurchasable, if other than as the case may beprovided for in this Indenture;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the if warrants for Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series series are to be issuable in whole or in part in issued, the form of one or more Depository Securities, and, in such casewhich the warrants shall be issued, the Depository for such Securities;
(20) circumstances under and the applicationmanner in which the warrants may be exercised, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities any obligation of the Series; and
(21) Company concerning any Securities underlying the warrants and any other terms or conditions upon which regarding the warrants and any Securities underlying the warrants; and
(16) any other terms of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series and the coupons appertaining to Bearer Securities of such series, if any, issued under this Indenture in all respects shall be equally and ratably entitled to the benefits hereof with respect to such series without preference, priority or distinction on account of actual time or times of authentication and delivery or Maturity of the Securities of such series. All Securities of the same series and the coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided either in an indenture supplemental hereto or pursuant to such Officer Action or such a resolution of the Board of Directors or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceDirectors.
Appears in 2 contracts
Sources: Indenture Regarding Senior Securities (Mercantile Bancorporation Inc), Indenture (Mercantile Bancorporation Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth in an Officers’ ' Certificate, of the Issuer and each Guarantor or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2) the aggregate principal amount of the Securities of such series and any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities securities of the Series series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 10.06 or 12.312.07);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the Series series is payablepayable or the method of determination thereof;
(54) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, including the rate of interest applicable on overdue payments of principal or interest, if different from the rate of interest stated in the title of the Security, the date or dates from which such interest shall accrueaccrue or the method of determination thereof, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination interest payable on any Interest Payment Date;
(5) the Paying Agent or Paying Agents for the Securities of Holders to whom interest is payablethe series if other than the Trustee;
(6) the place Place of Payment of the Securities of the series;
(7) if other than U.S. Dollars, the foreign currency or places where currencies in which Securities of the series shall be denominated or in which payment of the principal of (and premium, if any) or interest on Securities of the Series shall series may be payable (made, and the particular provisions applicable thereto and, if other than as provided in applicable, the amount of the Securities of the series which entitles the Holder of a Security of the series or its proxy to one vote for purposes of Section 3.02)15.06;
(7) 8) the right, if any, of the Issuer to redeem the Securities of such series and the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the Issuer;
(9) the obligation, if any, of the Issuer to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 10) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(11) whether the Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the depositary (the "Depositary") for such Global Security or Securities; and the manner in which and the circumstances under which Global Securities representing Securities of the series may be exchanged for Securities in definitive form, if other than, or in addition to, the manner and circumstances specified in Section 3.05(b);
(12) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.026.02;
(913) if the obligation, if any, provisions of Section 5.02 of this Indenture are to apply to the Issuer to redeem, purchase or repay Securities of the Series whether pursuant series, a statement indicating the same;
(14) any deletions from or modifications of or additions to any sinking fund or analogous provisions or pursuant to other provisions the Events of Default set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which Section 6.01 pertaining to the Securities of such Series are payable, at which the series;
(15) the form of the Securities of the series; and
(16) any other terms of a particular series and the period any other provisions expressing or periods within which and referring to the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series that series are to be denominatedissued, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall and provisions are not be inconsistent in conflict with the provisions of this IndentureIndenture or do not adversely affect the rights of Holders of any other series of Securities then Outstanding); provided, however, that the addition to or subtraction from or variation of Articles Four, Five, Six, Nine, Eleven, Thirteen and Sixteen (and Section 1.01 insofar as it relates to the definition of certain terms as used in such Articles) with regard to the Securities of a particular series shall not be deemed to constitute a conflict with the provisions of those Articles. All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or Board Resolution and set forth in such resolution of the Board of Directors Officers' Certificate or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same time, and unless otherwise provided, a Series series may be reopened for issuances issuance of additional Securities of such Series. Each Series may be issued in one or more Tranchesseries without the consent of the holders thereof. Except as provided modified in the foregoing paragrapha Board Resolution, all Securities Officers' Certificate or supplemental indenture establishing a series of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceSecurities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Four. The Securities of all series shall rank on a parity in right of payment. Except as modified in a Board Resolution, Officers' Certificate or supplemental indenture establishing a series of Securities, the Securities shall be fully and unconditionally guaranteed, jointly and severally, by each Guarantor as provided in Article Sixteen. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Issuer or the applicable Guarantor and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series.
Appears in 2 contracts
Sources: Indenture (Willis North America Inc), Indenture (Willis North America Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant Subject to a resolution the second to last paragraph of this Section and except with respect to the Board Bonds of Directors or an Officer Action and set forth in an Officers’ Certificate, or established in one or more indentures supplemental heretoSeries Due 2019, prior to the issuance authentication and delivery of Securities of any Series,series there shall be established by specification in a supplemental indenture or in a Board Resolution or in an Officer’s Certificate pursuant to a supplemental indenture or a Board Resolution:
(1a) the title of the Securities of the Series such series (which title shall distinguish the Securities of the Series such series from Securities of all other Securities issued by the Issuerseries);
(2b) any limit upon the aggregate principal amount of the Securities of the Series that such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series such series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 5.06 or 12.313.06 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3c) the Person or Persons (without specific identification) to whom any interest on Securities of such series, or any Tranche thereof, shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4d) the date or dates on which the principal of the Securities of such series or any Tranche thereof, is payable or any formulary or other method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension); and the Series is payableright, if any, to extend the Maturity of the Securities of such series, or any Tranche thereof, and the duration of any such extension;
(5e) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of such series, or any Tranche thereof, shall bear interest, if any (including the Series rate or rates at which overdue principal shall bear interest after Maturity if different from the rate or rates at which such Securities shall bear interest prior to Maturity, and, if applicable, the rate or rates at which overdue premium or interest shall bear interest, if any), or any formulary or other method or other means by which such rate or rates shall be determined by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise, the date or dates from which such interest shall accrue; the Interest Payment Dates and the Regular Record Dates, if any, for the interest payment dates payable on which such interest shall be payable andSecurities on any Interest Payment Date; and the basis of computation of interest, in the case of Registered Securities, the record dates for the determination of Holders to whom interest is payable;
(6) the place or places where the principal and interest on Securities of the Series shall be payable (if other than as provided in Section 3.02)3.10; and the right, if any, to extend the interest payment periods and the duration of any such extension;
(7f) the place or places at which and/or methods (if other than as provided elsewhere in this Indenture) by which (i) the principal of and premium, if any, and interest, if any, on Securities of such series, or any Tranche thereof, shall be payable, (ii) registration of transfer of Securities of such series, or any Tranche thereof, may be effected, (iii) exchanges of Securities of such series, or any Tranche thereof, may be effected and (iv) notices and demands to or upon the Company in respect of the Securities of such series, or any Tranche thereof, and this Indenture may be served; the Security Registrar and any Paying Agent or Agents for such series or Tranche, if other than the Trustee; and, if such is the case and if administratively acceptable to the Trustee, that the principal of such Securities shall be payable without the presentment or surrender thereof;
(g) the period or periods within which, or the date or dates on which, the price or prices at which, the period or periods within which and the terms and conditions upon which the Securities of the Series such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the IssuerCompany and any restrictions on such redemptions; including but not limited to a restriction on a partial redemption by the Company of the Securities of any series, or any Tranche thereof, resulting in delisting of such Securities from any national exchange;
(h) the obligation or obligations, if any, of the Company to redeem or purchase or repay the Securities of such series, or any Tranche thereof, pursuant to any sinking fund or otherwiseother mandatory redemption provisions or at the option of a Holder thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which such Securities shall be redeemed or purchased or repaid, in whole or in part, pursuant to such obligation and applicable exceptions to the requirements of Section 5.04 in the case of mandatory redemption or redemption or repayment at the option of the Holder;
(8) i) the denominations in which Securities of such series, or any Tranche thereof, shall be issuable if other than denominations of One Thousand Dollars ($1,000) and any integral multiple thereof;
(j) if the principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made and the manner in which the amount of such coin or currency payable is to be determined;
(k) the currency or currencies, including composite currencies, in which payment of the principal of and premium, if any, and interest, if any, on the Securities of such series, or any Tranche thereof, shall be payable (if other than Dollars) and the manner in which the equivalent of the principal amount thereof in Dollars is to be determined for any purpose, including for the purpose of determining the principal amount deemed to be Outstanding at any time;
(l) if the principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, are to be payable, or are to be payable at the election of the Company or a Holder thereof, in securities or other property, the type and amount of such securities or other property, or the formulary or other method or other means by which such amount shall be determined, and the period or periods within which, and the terms and conditions upon which, any such election may be made;
(m) if the amount payable in respect of principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, may be determined with reference to an index or other fact or event ascertainable outside this Indenture, the manner in which such amounts shall be determined to the extent not established pursuant to clause (e) of this paragraph;
(n) if other than the entire principal amount thereof, the portion of the principal amount of Securities of the Series such series, or any Tranche thereof, which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.029.02;
(9o) any Events of Default, in addition to those specified in Section 9.01, and any covenants of the Company for the benefit of the Holders of Securities, in addition to those set forth in Article Seven; provided, however, that such supplemental indenture, Board Resolution or Officer’s Certificate may provide that such additions or exceptions shall only be effective so long as the Securities of such series, or one or more Tranches thereof, remain Outstanding;
(p) the obligationterms, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payableseries, at which and the period or periods within which and the terms and conditions upon which Securities any Tranche thereof, may be converted into or exchanged for shares of capital stock or other securities of the Series shall be redeemed, purchased Company or repaid, in whole or in part, pursuant to such obligationany other Person;
(10q) the issuance as Registered obligations or instruments, if any, which shall be considered to be Eligible Obligations in respect of the Securities of such series, or Unregistered any Tranche thereof, denominated in a currency other than Dollars or in a composite currency, whether Eligible Obligations include Investment Securities or bothwith respect to Securities of such series, and any provisions for satisfaction and discharge of Securities of any series, in addition to those set forth in Article Eight, or any exceptions to those set forth in Article Eight;
(r) if the Securities of such series, or any Tranche thereof, are to be issued in global form, (i) any limitations on the rights of the Holder or Holders of such Securities to transfer or exchange the same or to obtain the registration of transfer thereof, (ii) any limitations on the rights of the Holder or Holders thereof to obtain certificates therefor in definitive form in lieu of global form and (iii) any other matters incidental to such Securities;
(s) if the Securities of such series, or any Tranche thereof, are to be issuable as bearer securities, any and all matters incidental thereto which are not specifically addressed in a supplemental indenture as contemplated by clause (g) of Section 13.01;
(t) to the extent not established pursuant to clause (r) of this paragraph, any limitations on the rights of the Holders to exchange Unregistered Securities for Registered of the Securities of the Series such Series, or any Tranche thereof, to transfer or exchange such Securities or to obtain the registration of transfer thereof; and if a service charge will be made for the registration of transfer or exchange Registered of Securities of such series, or any Tranche thereof, the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be madeamount or terms thereof;
(11u) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option any exceptions to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currenciesSection 1.15, or currency unit or currency units variation in which payments the definition of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominatedBusiness Day, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;series, or any Tranche thereof; and
(18v) if any other terms of the Securities of such Series do not bear interestseries, or any Tranche thereof, that the Company may elect to specify. With respect to Securities of a series subject to a Periodic Offering, the applicable dates indenture supplemental hereto or the Board Resolution which establishes such series, or the Officer’s Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may provide general terms or parameters for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are series and provide either that the specific terms of Securities of such series, or any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined by the Company or its agents in accordance with procedures specified in a Company Order as contemplated in clause (b) of Section 3.03. Unless otherwise provided with respect to be issuable a series of Securities as contemplated in whole or in part in Section 3.01(b), without the form consent of one or more Depository any Holder, the aggregate principal amount of a series of Securities, andincluding the Bonds of Series Due 2019, in such case, the Depository for such Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of increased and additional Securities of such Series. Each Series series may be issued in one or more Tranches. Except up to the maximum aggregate principal amount authorized with respect to such series as increased, provided in the foregoing paragraph, all that such additional Securities of a Tranche shall have such series are fungible with the same issue date, maturity date, interest rate or method previously issued Securities of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue pricesuch series for Federal income tax purposes.
Appears in 2 contracts
Sources: First Mortgage (Duke Energy Ohio, Inc.), First Mortgage (Duke Energy Ohio, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to the authority granted in a resolution of the Board of Directors or an Officer Action and set forth in an Officers’ Certificate, Resolution or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series:
(1) the form of the Securities of any series and the Coupons, if any, appertaining thereto;
(2) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(23) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.4, 2.093.6, 2.11 3.7, 3.10 or 12.314.3);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates on which the principal of the such Securities of the Series is payablemay be issued;
(5) the rate date or rates (dates, which may be fixed serial, on which the principal of, and premium, if any, on, the Securities of such series shall be payable;
(6) the rate or variable)rates, or the method or methods of determination thereof, at which the Securities of the Series such series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in the case of Registered Securities, the record dates dates, if other than as set forth in Section 3.8, for the determination of Holders to whom interest is payable, and whether any special terms and conditions relating to the payment of additional amounts in respect of payments on the Securities of such series shall in the event of certain changes in the United States Federal income tax laws apply to Unregistered Securities of such series or to Registered Securities of such series;
(67) the place or places where the principal of, and interest premium, if any, and interest, if any, on Securities of the Series series shall be payable (if other than as provided in Section 3.024.2);
(7) 8) the provisions, if any, establishing the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion and whether any special terms and conditions of the principal amount of redemption shall apply to Unregistered Securities of the Series which shall be payable upon declaration such series or to Registered Securities of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02such series;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether series pursuant to any the sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices prices, in the currency or currency unit in which the Securities of such Series series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) if other than denominations of 1,000 and any integral multiple thereof, in Dollars or the issuance Foreign Currency or currency unit in which the Securities of such series are denominated, the denominations in which Securities of such series shall be issuable;
(11) if other than the principal amount thereof, the portion of the principal amount of Securities of such series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.1 or provable in bankruptcy pursuant to Section 6.2;
(12) whether payment of the principal of, premium, if any, and interest, if any, on the Securities of such series shall be with or without deduction for taxes, assessments or governmental charges, and with or without reimbursement of taxes, assessments or governmental charges paid by Holders;
(13) any Events of Default with respect to the Securities of such series, if not set forth herein;
(14) if other than the rate of interest stated in the title of the Securities of such series, the applicable Overdue Rate;
(15) in case the Securities of such series do not bear interest, the applicable dates for the purpose of clause (a) of Section 5.1;
(16) whether the Securities of such series are to be issued as Registered Securities (with or without Coupons) or Unregistered Securities or both, and the rights of the Holders to exchange and, if Unregistered Securities or Coupon Securities are issued, whether Unregistered Securities or Coupon Securities of such series may be exchanged for Registered Securities of the Series or to exchange Fully Registered Securities of the Series such series and whether Registered Securities or Fully Registered Securities of such series may be exchanged for Unregistered Securities of the Series such series and the circumstances under which and the place or places where any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(1417) the currency or currencies, or currency unit or currency units units, whether in Dollars or a Foreign Currency or currency unit, in which payments the principal of, and premium, if any, and interest, if any, on the Securities of interest such series or principal and any other amounts are payable with respect to the Securities of the Series thereto, including, without limitation, Coupons, are to be denominated, payable, redeemable or repurchasablerepurchaseable, as the case may be;
(15) , and whether Securities such principal, premium, if any, and interest, if any, payable otherwise than in Dollars may, at the option of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities holders of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities Security of such Seriesseries, also be payable in Dollars;
(18) if other than as set forth in Section 12.1, provisions for the satisfaction and discharge of the indebtedness represented by the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereofseries;
(19) whether the Securities of such Series series are to be issuable in whole or in part in the form of one or more Depository Securities, as a Global Security and, in such case, the Depository identity of the Depositary for such Securitiesseries;
(20) if the applicationamount of payment of principal of, premium, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to interest on the Securities of such series may be determined with reference to an index, formula or other method based on a coin, currency, or currency unit other than that in which the Series; andSecurities are stated to be payable or otherwise, the manner in which such amounts shall be determined;
(21) any other terms or conditions upon which the Securities of the Series are to be issued such series (which terms shall not be inconsistent with the provisions of this Indenture); and
(22) any trustees, authenticating or paying agents, warrant agents, transfer agents or registrars with respect to the Securities of such series, and, if the Securities of such series are to be denominated and payable in any currency other than Dollars, the initial Dollar Determination Agent. All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or the authority granted in such resolution of the Board of Directors or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue price.
Appears in 2 contracts
Sources: Indenture (Itt Corp /Nv/), Indenture (Itt Corp /Nv/)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth forth, or determined in the manner provided, in an Officers’ Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the Issuerand which may be part of a series of Securities previously issued);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.083.4, 2.093.5, 2.11 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the Series series is payablepayable or the method of determination thereof;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the formula, method or provision pursuant to which such rate or rates are determined, the date or dates from which such interest shall accrueaccrue or the method of determination thereof, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom interest is payablepayable on any Interest Payment Date;
(6) the place or places where where, subject to the provisions of Section 10.2, the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided payable, Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices, and demands to or upon the Company in Section 3.02)respect of the Securities of the series and this Indenture may be served;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(10) whether payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for taxes, assessments or governmental charges paid by Holders of the series;
(11) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts5.2;
(12) if other than denominations the amount of $1,000 payments of principal of and any integral multiple thereof, premium or interest on the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series series may be determined with reference to an index, the manner in which such amounts shall be issuabledetermined;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series)as applicable, including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to that the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(14) any deletions from, modifications of or additions to the Events of Default set forth in Section 5.1 or the covenants of the Company set forth in Article Ten with respect to the Securities of such series;
(15) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem the Securities of the series rather than pay such additional amounts;
(16) if the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(17) if the Securities of the series are to be convertible into or exchangeable for any other security or property of the Company, including, without limitation, securities of another Person held by the Company or its Affiliates and, if so, the terms thereof;
(18) if other than as provided in Sections 13.2 and 13.3, the means of defeasance or covenant defeasance as may be specified for the Securities of the series;
(19) if other than the Trustee, the identity of the initial Security Registrar and any initial Paying Agent;
(20) whether the applicationSecurities of the series will be guaranteed pursuant to the Guarantee set forth in Article Fourteen, if any, any modifications to the terms of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) Article Fourteen applicable to the Securities of such series and the Seriesapplicability of any other guarantees; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of such Seriesseries or for the establishment of additional terms with respect to the Securities of such series. Each Series If any of the terms of the series are established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized officer or other authorized person on behalf of the Company and, if applicable, the Guarantors and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth, or providing the manner for determining, the terms of the series. With respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officer’s Certificate may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be issued specified in a Company Order or that such terms shall be determined by the Company and, if applicable, the Guarantors or one or more Tranches. Except as provided agents thereof designated in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, andan Officer’s Certificate, in the case of Original Issue Discount Securities, the same issue priceaccordance with a Company Order.
Appears in 2 contracts
Sources: Indenture (Frontier Oil Corp /New/), Indenture (Frontier Oil Corp /New/)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of an Establishment Action and, subject to Section 3.03, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series, including CUSIP Numbers (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 9.06 or 12.311.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy Maturity thereof pursuant to Section 5.02;
(914) the obligationif applicable, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on that the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series series shall be issuable;
(13subject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of Securities that is convertible into or exchangeable for any other securities pursuant to Section 3.01(16) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect subject to the Securities of the Series are Defeasance pursuant to be denominated, payable, redeemable or repurchasable, as the case may beSection 13.02;
(15) whether if and as applicable, that the Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(2016) the applicationterms and conditions, if any, of either pursuant to which the Securities are convertible into or both of Sections 10.01(B)(iiexchangeable for any other securities;
(17) and 10.01(B)(iii) any addition to or change in the covenants set forth in Article X which applies to Securities of the Seriesseries; and
(2118) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer an Establishment Action referred to above and (subject to Section 3.03) set forth, or such resolution of determined in the Board of Directors manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. All Securities If any of the terms of the series are established by action taken pursuant to an Establishment Action, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. The Company may, from time to time, by an Establishment Action and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any one Series need not be issued at the same time, series of Securities (“Add On Securities”) having terms and unless otherwise provided, a Series may be reopened for issuances of additional Securities conditions identical to those of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities series of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the same issue pricefirst Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Establishment Action for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 2 contracts
Sources: Indenture (PPG Industries Inc), Indenture (PPG Industries Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution and as set forth in such Board Resolution (including such terms as set forth in any form of Securities for each series approved by such Board Resolution) or, to the extent established pursuant to rather than set forth in a Board Resolution, in an Officers’ CertificateCertificate detailing such establishment (including any exhibit attached thereto), or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1a) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2b) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 9.06 or 12.311.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3c) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4d) the date or dates on which the principal of the any Securities of the Series series is payable;
(5e) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, ) at which the any Securities of the Series series shall bear interest, if any, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, Regular Record Date for any such interest payable on any Interest Payment Date (or the record method for determining the dates for the determination of Holders to whom interest is payableand rates);
(6f) the place or places where the principal of and any premium and interest on any Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7g) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany and, pursuant if other than by a Board Resolution, the manner in which any election by the Company to any sinking fund or otherwiseredeem the Securities shall be evidenced;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9h) the obligation, if any, of the Issuer Company to redeem, redeem or purchase or repay any Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12i) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(13j) if the form amount of principal of or any premium or interest on any Securities of the Securities (series may be determined with reference to an index or forms thereof if Unregistered and Registered Securities pursuant to a formula, the manner in which such amounts shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securitiesdetermined;
(14k) if other than the currency or currenciesof the United States of America, or currency unit the currency, currencies or currency units in which payments the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
(l) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(m) the percentage of the principal amount at which the Securities will be issued, and, if other amounts are than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable with respect upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;
(n) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(o) if applicable, that the Securities of the Series are series, in whole or any specified part, shall be defeasible pursuant to Section 13.02 or Section 13.03 or both such Sections, or any other defeasance provisions applicable to any Securities of the series, and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be denominated, payable, redeemable or repurchasable, as the case may beevidenced;
(15p) whether the terms of any right to convert or exchange Securities of the Series are issuable in Tranchesseries into shares of Common Stock of the Company or other securities or property;
(16q) whetherif applicable, and under what circumstances, the that any Securities of any Series the series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04 and any circumstances in addition to or in lieu of those set forth in clause (b) of the last paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
(r) any deletion of or addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;
(s) any deletion of or addition to or change in the covenants set forth in Article 10 which applies to Securities of the series;
(t) any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of the Securities of such series, including, without limitation, exchange rate agents and calculation agents;
(u) if applicable, the terms of any security that will be provided for a series of Securities, including any provisions regarding the circumstances under which collateral may be released or substituted;
(v) if applicable, the terms of any guaranties for the Securities and any circumstances under which there may be additional obligors on the Securities;
(20w) the application, if any, of either any provisions granting special rights to holders when a specified event occurs;
(x) any special interest premium or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Seriesother premium; and
(21y) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(e)). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’ Certificate (including any exhibit attached thereto) referred to above or in any such indenture supplemental hereto. All Securities If any of any one Series need not be issued at the same time, and unless otherwise providedterms of the series are established by action taken pursuant to a Board Resolution, a Series may be reopened for issuances copy of additional Securities an appropriate record of such Series. Each Series may action shall be issued in one certified by the Secretary or more Tranches. Except as provided in an Assistant Secretary of the foregoing paragraph, all Securities Company and delivered to the Trustee at or prior to the delivery of a Tranche shall have the same issue date, maturity date, interest rate or method Officers’ Certificate setting forth the terms of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 2 contracts
Sources: Indenture (SVB Financial Group), Indenture (SVB Financial Group)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriestranches of one or more series. There shall be established in or pursuant to a resolution Board Resolution of the Board of Directors or an Officer Action and set forth in an Officers’ Certificate, Company or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series:
(1) 3.1.1 the title of the Securities Securities, including CUSIP Numbers, of the Series such series (which title shall distinguish the Securities of the Series such series from all Securities of any other Securities issued by the Issuerseries);
(2) 3.1.2 any limit upon the aggregate principal amount of the Securities of the Series that which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series such series pursuant to Sections 2.08Section 3.4, 2.093.5, 2.11 9.6 or 12.311.5 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) 3.1.3 the Person to whom any interest on a Security of such series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) 3.1.4 the date or dates on which the principal of the Securities of the Series such series is payable;
(5) 3.1.5 the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series such series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in the case of Registered Securitiespayable, the record dates Regular Record Date for the determination of Holders to whom any interest is payablepayable on any Interest Payment Date;
(6) 3.1.6 the place or places where the principal of and premium, if any, and interest on Securities of the Series such series shall be payable (if other than as provided and the manner in Section 3.02)which any payment may be made;
(7) 3.1.7 the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series such series may be redeemed, in whole or in part, at the option of the IssuerCompany;
3.1.8 the obligation, if any, of the Company to redeem or purchase Securities of such series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of such series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 3.1.9 the rights, if any, of the Holders of the series to demand exchange of their Securities for Securities subject to a registration statement under the Securities Act declared effective by the SEC;
3.1.10 if other than denominations of US$2,000 and any integral multiple of US$1,000 in excess thereof, the denominations in which Securities of such series shall be issuable;
3.1.11 if the amount of payments of principal of or premium, if any, or interest on any Securities of such series may be determined with reference to an index, the manner in which such amounts shall be determined;
3.1.12 if the principal of or premium, if any, or interest on any Securities of such series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and premium, if any, and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
3.1.13 if other than the principal amount thereof, the portion of the principal amount of Securities of the Series such series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.025.2;
(9) the obligation3.1.14 any collateral or other security pledged against payment of principal, interest or premium, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) 3.1.15 the currency or currenciesapplicability, non-applicability, or currency unit or currency units in which payments variation, of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents Section 10.7 with respect to the Securities of such Seriesseries;
(18) 3.1.16 if and as applicable, that the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.4 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(20) 3.1.17 the applicationterms and conditions, if any, of either pursuant to which the Securities are convertible into or both of Sections 10.01(B)(ii) and 10.01(B)(iii) exchangeable for any other securities;
3.1.18 any addition to or change in the covenants set forth in Article 10 which apply to the Securities of such series;
3.1.19 the Seriesapplicability of Article 13 with respect to the Securities of such series; and
(21) 3.1.20 any other terms or conditions upon which the Securities of the Series are to be issued such series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1.5). If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method issue price and first payment of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue price.
Appears in 2 contracts
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the one or more Board of Directors or Resolutions, an Officer Action and set forth in an Officers’ Certificate, Officer’s Certificate detailing such establishment or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any Seriesseries,
(1) . the title designation of the Securities of the Series (series, including CUSIP numbers, which title shall distinguish the Securities of the Series series from the Securities of all other series, and which may be part of a series of Securities issued by the Issuer)previously issued;
(2) . any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.8, 2.092.9, 2.11 2.11, 8.5 or 12.3);
(3) . if other than 100% of their principal amountDollars, the percentage of their principal amount at Foreign Currency or Foreign Currencies in which the Securities of the Series will be offeredseries are denominated;
(4) . the date or dates on which the principal of the Securities of the Series series is payablepayable or the method of determination thereof;
(5) . the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of Registered Securitiespayable, the terms and conditions of any deferral of interest and the additional interest, if any, thereon, the right, if any, of the Issuer to extend the interest payment periods and the duration of the extensions and the date or dates on which a record dates shall be taken for the determination of Holders to whom interest is payablepayable and/or the method by which such rate or rates or date or dates shall be determined;
(6) . the place or places where and the manner in which, the principal of and any interest on Securities of the Series series shall be payable (payable, if other than as provided in Section 3.02)3.2;
(7) . the right, if any, of the Issuer to redeem Securities, in whole or in part, at its option and the period or periods within which, or the date or dates on which, the price or prices at which, the period or periods within which and the any terms and conditions upon which Securities of the Series series may be so redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) 8. the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether series pursuant to any mandatory redemption, sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which or the date or dates on which, and the any terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(9. if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
10) . the issuance as Registered percentage of the principal amount at which the Securities will be issued, and, if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof and the terms and conditions of any acceleration;
11. if other than the coin, currency or Unregistered currencies in which the Securities of the series are denominated, the coin, currency or bothcurrencies in which payment of the principal of or interest on the Securities of such series shall be payable, including composite currencies or currency units;
12. if the principal of or interest on the Securities of the series are to be payable, at the election of the Issuer or a Holder thereof, in a coin or currency other than that in which the Securities are denominated, the period or periods within which, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series terms and the circumstances under which any conditions upon which, such exchanges, if permitted, election may be made;
(11) 13. if the amount of payments of principal of and interest on the Securities of the series may be determined with reference to an index or formula based on a coin, currency, composite currency or currency unit other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
14. whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series series held by a Person person who is not a U.S. Person person in respect of taxes any tax, assessment or similar charges governmental charge withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such the Securities of the series rather than pay such additional amounts;
(12) 15. if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series series are to be denominatedissuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, payablethe form and terms of such certificates, redeemable documents or repurchasable, as the case may beconditions;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, . any trustees, depositaries, authenticating or Paying Agentspaying agents, transfer agents or registrars or of any other agents with respect to the Securities of such Seriesseries;
(17. any deletion from, modification of or addition to the Events of Default or covenants with respect to the Securities of such series;
18) . if the Securities of such Series do not bear interestthe series are to be convertible into or exchangeable for any other security or property of the Issuer, including, without limitation, securities of another Person held by the Issuer or its Affiliates and, if so, the applicable dates for purposes of Section 4.01 hereofterms thereof;
(19) . the form of any legend in addition to or in lieu of that in Section 2.4;
20. whether the Securities in global form may be exchanged for certificated Securities; and
21. any other terms of the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture)series. All Securities of any one Series series shall be substantially identical identical, except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in by or pursuant to such Officer Action or such resolution of the Board of Directors Resolution or Officer’s Certificate referred to above or as set forth in any such indenture supplemental hereto. The Issuer may, without the consent of the Holders, issue additional Securities of the same series in the future ranking equally with, and otherwise similar in all respects to, the Securities of such series, except for any differences in the issue price and, if applicable, the initial interest accrual date and interest payment date; provided that if the additional debt Securities are not fungible with the debt securities of the series previously offered or sold for U.S. federal income tax purposes, the additional debt securities will have a separate CUSIP or other identifying number as the Securities of the applicable series. All Securities of any one Series series need not be issued at the same time, time and unless otherwise provided, a Series may be reopened for issuances issued from time to time without consent of any Holder, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution, such Officer’s Certificate or in any indenture supplemental hereto. Under the Indenture, the Securities of any series and any additional Securities of such Series. Each Series series the Issuer may be issued in one or more Tranches. Except as provided issue in the foregoing paragraphfuture will be treated as a single series for all purposes under the Indenture, all including for purposes of determining whether the required percentage of the Holders of record of the Securities of a Tranche shall have such series has given approval or consent to an amendment or waiver or joined in directing the same issue date, maturity date, interest rate or method Trustee to take certain actions on behalf of determining interest, redemption and repayment provisions, interest payment dates, and, in all Holders of the case Securities of Original Issue Discount Securities, the same issue pricesuch series.
Appears in 2 contracts
Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution and (subject to Section 3.3) set forth or determined in the manner provided in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any Series,series, to the extent applicable:
(1) the title of the Debt Securities of the Series series (which title shall distinguish the Debt Securities of the Series such series from all other series of Debt Securities) and whether such Securities issued by the Issuer)are senior or subordinated;
(2) the aggregate principal amount of such series of Debt Securities and any limit upon on the aggregate principal amount of the Debt Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the Series such series pursuant to Sections 2.083.4, 2.093.5, 2.11 3.6, 11.6 or 12.313.7);
(3) if other than 100% of their principal amount, the percentage of their the principal amount at which the Debt Securities of the Series such series will be offeredissued and, if other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity or upon redemption thereof or the method by which such portion shall be determined;
(4) the date or dates on which or periods during which the principal of the Debt Securities of the Series is payableseries may be issued, and the date or dates or the method by which such date or dates will be determined, and on which the principal, or any installments of principal of (and premium, if any, on) the Debt Securities of such series are or may be payable (which, if so provided in or pursuant to such Board Resolution or supplemental indenture, may be determined by the Company from time to time as set forth in the Debt Securities of the series issued from time to time);
(5) the rate or rates (which may be fixed variable or variable), or the method or methods of determination thereof, fixed) at which the Debt Securities of the Series series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest interest, if any, shall accrueaccrue or the method by which such date or dates shall be determined (which, in either case or both, if so provided in or pursuant to such Board Resolution or supplemental indenture, may be determined by the interest payment dates Company from time to time and set forth in the Debt Securities of the series issued from time to time); and the Interest Payment Dates on which such interest shall be payable and(or the method of determination thereof), in the case of Registered Securitiesif any, the record dates Regular Record Date for any interest payable on any registered Debt Securities on any Interest Payment Date, the determination of Holders Person to whom any interest on any registered Debt Security of the series shall be payable, if other than the Person in whose name that Debt Security (or one or more Predecessor Debt Securities) is payable;registered at the close of business on the Regular Record Date for such interest.
(6) the place or places places, if any, in addition to or instead of the Corporate Trust Office of the Trustee (in the case of Debt Securities) where the principal of (and premium, if any) and interest on Debt Securities of the Series series shall be payable; the extent to which, or the manner in which, any interest payable (on any Global Note on an Interest Payment Date will be paid, if other than in the manner provided in Section 3.7; and the manner in which any principal of, or premium, if any, on, any Global Note will be paid, if other than as provided in Section 3.02)set forth elsewhere herein and whether any Global Note will require any notation to evidence payment of principal or interest;
(7) the price obligation, if any, of the Company to redeem, repay, purchase or prices offer to purchase Debt Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or upon other conditions or at which, the option of the Holder thereof and the period or periods within which or the dates on which, the prices at which and the terms and conditions upon which the Debt Securities of the Series series shall be redeemed, repaid, purchased or offered to be purchased, in whole or in part, pursuant to such obligation;
(8) the right, if any, of the Company to redeem the Debt Securities of such series at its option and the period or periods within which, or the date or dates on which, the price or prices at which, and the terms and conditions upon which such Debt Securities may be redeemed, if any, in whole or in part, at the option of the Issuer, pursuant to any sinking fund Company or otherwise;
(8) 9) the denominations of the Debt Securities if other than minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof (except as provided in Section 3.4);
(10) whether the Debt Securities of the series are to be issued as Discount Securities and the amount of discount with which such Debt Securities may be issued and, if other than the principal amount thereof, the portion of the principal amount of Debt Securities of the Series series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made5.2;
(11) whether and under what circumstances if the Issuer provisions for the defeasance or Parent will pay additional amounts on discharge of the Debt Securities of such series or of certain of the Series held by a Person who is not a U.S. Person Company’s obligations with respect to such Debt Securities set forth herein shall be inapplicable and any provisions in respect modification of, in addition to or in lieu of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amountsprovisions;
(12) whether provisions for payment of additional amounts or tax redemptions shall apply and, if other than denominations of $1,000 and any integral multiple thereofsuch provisions shall apply, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuablesuch provisions;
(13) if other than Dollars, the form Currency or Currencies in which payment of the Securities principal of (or forms thereof premium, if Unregistered and Registered any) or interest, if any, on the Debt Securities of the series shall be issuable made or in such Series), including such legends as required by law or as which the Issuer deems necessary or appropriate, Debt Securities of the form of any coupons or temporary global security which may series shall be issued denominated and the forms particular provisions applicable thereto in accordance with (and amendments or modifications of any certificates which may be required hereunder or which the Issuer may require Indenture in connection with the offering, sale, delivery or exchange of Unregistered Securitiestherewith);
(14) the currency or currencies, or currency unit or currency units in date as of which payments of interest or principal and other amounts are payable with respect to the any Debt Securities of the Series are to series shall be denominateddated, payable, redeemable or repurchasable, if other than as the case may beset forth in Section 3.3;
(15) whether if the Debt Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series series do not bear interest, the applicable dates for purposes of Section 4.01 hereof7.1;
(1916) any addition to, or modification or deletion of, any Events of Default or covenants provided for with respect to Debt Securities of the series;
(17) whether the Debt Securities of such Series are to the series shall be issuable issued in whole or in part in the form of one or more Depository Securities, Global Notes and, in such case, the Depository Depositary for such SecuritiesGlobal Note or Notes; and the manner in which and the circumstances under which Global Notes representing Debt Securities of the series may be exchanged for Debt Securities in definitive form, if other than, or in addition to, the manner and circumstances specified in Section 3.4(b);
(18) the designation, if any, of any depositaries, trustees (if other than the applicable Trustee), Paying Agents, Authenticating Agents, Security Registrars (if other than the Trustee) or other agents with respect to the Debt Securities of such series;
(19) if the Debt Securities of such series will be issuable in definitive form only upon receipt of certain certificates or other documents or upon satisfaction of certain conditions, the form and terms of such certificates, documents or conditions;
(20) whether the applicationDebt Securities of such series will be convertible into shares of Common Stock or into other securities or other property (whether or not issued by, or the obligation of, the Company) and, if so, the terms and conditions, which may be in addition to or in lieu of the provisions contained in this Indenture, upon which such Debt Securities will be so convertible, including the conversion price and the conversion period, including provisions for adjustments thereto;
(21) the portion of the principal amount of the Debt Securities of such series that will be payable upon declaration of acceleration of the maturity thereof, if other than the principal amount thereof;
(22) if other than as provided for herein, the nature, content and date for reports by the Company to the holders of the Debt Securities of such series;
(23) the terms, if any, of either any repurchase or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Seriesremarketing rights; and
(2124) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Debt Securities of any one Series series shall be substantially identical except as to denomination, except rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, which, as set forth above, may be determined by the Company from time to time as to Debt Securities of a series if so provided in or established pursuant to the immediately succeeding paragraphauthority granted in or pursuant to a Board Resolution or in any such indenture supplemental hereto, and except as may otherwise be provided in or pursuant to such Officer Action or Board Resolution and (subject to Section 3.3) set forth in such resolution of the Board of Directors Officers’ Certificate, or in any such indenture supplemental hereto. All Debt Securities of any one Series series need not be issued at the same time, and unless otherwise provided, a Series series may be reopened without the consent of the Holders, for issuances issuance of additional Debt Securities of such Series. Each Series may series or to establish additional terms of such series of Debt Securities, which additional terms shall only be issued in one applicable to unissued or more Tranches. Except as provided in the foregoing paragraph, all additional Debt Securities of such series. If any of the terms of a Tranche series of Debt Securities is established in or pursuant to a Board Resolution, a copy of such Board Resolution shall have be certified by the same issue date, maturity date, interest rate Secretary or method an Assistant Secretary of determining interest, redemption the Company and repayment provisions, interest payment dates, and, in delivered to the case Trustee at or prior to the delivery of Original Issue Discount Securities, the same issue priceOfficers’ Certificate setting forth the terms of the series.
Appears in 2 contracts
Sources: Indenture (Sigma Aldrich Corp), Indenture (Sigma Aldrich Corp)
Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more Series. There series.
(b) The following matters shall be established and (subject to Section 3.3) set forth, or determined in or pursuant to a resolution of the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, ' Certificate and a Board Resolution of the Company or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,:
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for which limit shall not pertain to (i) Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.093.5, 2.11 3.6, 8.6, or 12.310.7 and (ii) any Securities which, pursuant to the last paragraph of Section 3.3, are deemed never to have been authenticated and delivered thereunder);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates on which the principal of the Securities of the Series series is payablepayable or the method of determination thereof;
(54) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the method of calculating such rate or rates of interest, the date or dates from which such interest shall accrueaccrue or the method by which such date or dates shall be determined, the interest payment dates Interest Payment Dates on which any such interest shall be payable andand the Regular Record Date, in if any, for the case interest payable on any Interest Payment Date;
(5) the place or places where, subject to the provisions of Registered SecuritiesSection 9.2, the record dates for principal of, premium, if any, and interest, if any, on Securities of the determination of Holders to whom interest is series shall be payable;
(6) the place period or places where the principal and interest on Securities of the Series shall be payable (if other than as provided in Section 3.02);
(7) periods within which, the price or prices at which, the period or periods within which and the other terms and conditions upon which which, Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany and, if other than as provided in Section 10.3, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption;
(7) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or upon the happening of a specified event or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the other terms and conditions upon which, Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(9) if the amount of payments or principal of, premium, if any, and interest, if any, on the Securities of the series shall be determined with reference to an index, formula or other method, the index, formula or other method by which such amounts shall be determined;
(10) if other than the principal amount thereof, the portion of the principal amount of such Securities of the Series series which shall be payable upon declaration of the acceleration of the maturity thereof pursuant to Section 5.01 5.2 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in method by which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series portion shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be madedetermined;
(11) whether if other than as provided in Section 3.7, the Person to whom any interest on any Security of the series shall be payable and the extent to which, or the manner in which (including any certification requirement and other terms and conditions under which), any interest payable on a temporary Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.4, as applicable;
(12) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(13) any deletions from, modifications of or additions to the Events of Default set forth in Section 5.1 or covenants of the Company set forth in Article 9 pertaining to the Securities of the series;
(14) under what circumstances circumstances, if any, the Issuer or Parent Company will pay additional amounts on the Securities of the Series that series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent Company will have the option to redeem such Securities rather than pay such additional amounts;
amounts (12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form terms of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may besuch option);
(15) whether the date as of which any temporary Security representing outstanding Securities of the Series are issuable in Tranchesseries shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(16) whetherthe applicability, and under what circumstancesif any, to the Securities of any Series shall or within the series of Sections 4.4 and 4.5, or such other means of covenant defeasance as may be convertible into specified for the Securities of any other Seriessuch series;
(17) if other than the Trustee, the identity of the Registrar and any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such SeriesAgent;
(18) if any terms which may be related to warrants issued by the Company in connection with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may be used toward the exercise price of any such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereofwarrants;
(19) whether [if applicable, insert--any deletions from, modifications of or additions to the subordination provisions set forth in Section 13 pertaining to the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securitiesseries;]
(20) the application, if any, of either or both of Sections 10.01(B)(ii) terms and 10.01(B)(iii) to the conditions upon which Securities of the Seriesseries will be convertible into shares of Common Stock of the Company; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). , including any terms which may be required by or advisable under United States laws or regulations or advisable in connection with the marketing of Securities of the series.
(c) All Securities of any one Series series shall be substantially identical except as to denominationdenomination and the rate or rates of interest, except as provided in if any, and Stated Maturity, the immediately succeeding paragraphdate from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors an Officers' Certificate pursuant to this Section 3.1 or in any such an indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Seriesseries or for the establishment of additional terms with respect to the Securities of such series.
(d) If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of such Board Resolution shall be certified by the Corporate Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth, or providing the manner for determining, the terms of the Securities of such series, and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication and delivery thereof. Each Series With respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officers' Certificate may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be issued specified in a Company Order or that such terms shall be determined by the Company, or one or more Tranches. Except as provided of the Company's agents designated in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, andan Officers' Certificate, in accordance with the case Company Order as contemplated by the first proviso of Original Issue Discount Securities, the same issue price.third paragraph of Section 3.3
Appears in 2 contracts
Sources: Indenture (At&t Wireless Services Inc), Indenture (Esterline Technologies Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors Resolution or an Officer Action and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any Series,series, subject to the last sentence of this Section 2.03:
(1a) the title designation of the Securities of the Series (series, which title shall distinguish the Securities of the Series series from the Securities of all other Securities issued by the Issuer)series;
(2b) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate principal amount after the initial issuance of the Securities of that series (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities of the Series series pursuant to Sections 2.08, 2.09, 2.11 or 12.3hereto);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4c) the date or dates on which the principal of the Securities of the Series series is payablepayable (which date or dates may be fixed or extendible);
(5d) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, ) per annum at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, and (in the case of Registered Securities, the ) on which a record dates shall be taken for the determination of Holders to whom interest is payablepayable and/or the method by which such rate or rates or date or dates shall be determined;
(6e) if other than as provided in Section 4.02, the place or places where the principal of and any interest on Securities of the Series series shall be payable (if other than as provided payable, any Registered Securities of the series may be surrendered for exchange, notices, demands to or upon the Company in Section 3.02)respect of the Securities of the series and this Indenture may be served and notice to Holders may be published;
(7f) the right, if any, of the Company to redeem Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices at which, the period or periods within which and the any terms and conditions upon which Securities of the Series series may be so redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9g) the obligation, if any, of the Issuer Company to redeem, purchase or repay Securities of the Series whether series pursuant to any mandatory redemption, sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and any of the terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10h) if other than denominations of $1,000 and any integral multiple thereof, the issuance denominations in which Securities of the series shall be issuable;
(i) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(j) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of and/or interest on the Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(k) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of and interest on the Securities of the series shall be payable, and the manner in which any such currencies shall be valued against other currencies in which any other Securities shall be payable;
(l) whether the Securities of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or bothwithout coupons) (and if so, and the rights whether such Securities will be issued in temporary or permanent global form), or any combination of the Holders foregoing, any restrictions applicable to exchange the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided herein, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;
(m) whether the Series or to exchange Registered Securities of the Series series may be exchangeable for Unregistered Securities and/or convertible into the common stock of the Series and the circumstances under which Company or any such exchanges, if permitted, may be madeother security;
(11n) whether and under what circumstances the Issuer or Parent Company will pay additional amounts on the Securities of the Series series held by a Person person who is not a U.S. Person person in respect of taxes any tax, assessment or similar charges governmental charge withheld or deducted and, if so, whether the Issuer or Parent Company will have the option to redeem such Securities rather than pay such additional amounts;
(12o) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series series are to be denominatedissuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, payablethe form and terms of such certificates, redeemable documents or repurchasable, as the case may beconditions;
(15p) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, depositaries, authenticating or Paying Agentspaying agents, transfer agents or registrars the registrar or any other agents with respect to the Securities of such Seriesthe series;
(18q) provisions, if any, for the defeasance of the Securities of the series (including provisions permitting defeasance of less than all Securities of the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination of the foregoing) the provisions of Article 8;
(r) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series series are to be issuable in whole or in part in the form of as one or more Depository Securities, and, Registered Global Securities or Unregistered Securities in such caseglobal form, the Depository identity of the Depositary or common Depositary for such SecuritiesRegistered Global Security or Securities or Unregistered Securities in global form;
(20s) the application, if any, any other Events of either Default or both of Sections 10.01(B)(ii) and 10.01(B)(iii) covenants with respect to the Securities of the Seriesseries; and
(21t) any other terms or conditions upon which of the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series and coupons, if any, appertaining thereto shall be substantially identical identical, except in the case of Registered Securities as to date and denomination, except as provided in the immediately succeeding paragraph, case of any Periodic Offering and except as may otherwise be provided in by or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution or in any such indenture supplemental hereto and unless otherwise provided, a Series any forms and terms of Securities to be issued from time to time may be reopened for issuances completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such Series. Each Series series may be issued in one or more Tranches. Except up to the maximum aggregate principal amount authorized with respect to such series as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceincreased.
Appears in 2 contracts
Sources: Senior Indenture (Ooma Inc), Senior Indenture (Viavi Solutions Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.3, 2.093.4, 2.11 3.5, 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the and premium, if any, on any Securities of the Series series is payablepayable or the method of determination and/or extension of such date or dates; and the amount or amounts of such payments of principal and premium, if any, or the method of determination thereof;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, if other that as set forth in the case of Registered SecuritiesSection 1.1, the record Regular Record Date for any such interest payable on any Interest Payment Date (or the method for determining the dates for the determination of Holders to whom interest is payableand rates);
(6) whether any of such Securities will be subject to certain optional interest rate reset provisions;
(7) the place or places where the principal of and any premium and interest on on, or any Additional Amounts with respect to, the Securities of the Series series shall be payable (payable, where the Securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other than as provided in Section 3.02)means;
(78) (a) the period or periods within which, the price or prices at which, the period currency or periods within which currencies (including currency units) and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, pursuant to any sinking fund or otherwise;
(8) b) if other than the principal amount thereofas provided in Section 11.3, the portion of manner in which the principal amount of particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption and (c) if other than by a Board Resolution, the Series manner in which any election by the Company to redeem the Securities shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02evidenced;
(9) the Senior Indebtedness to which the Securities of such series are subordinated, and the terms of such subordination;
(10) the obligation, if any, of the Issuer Company to redeem, purchase or repay any Securities of the Series whether series pursuant to any sinking fund fund, amortization or analogous provisions or pursuant to other provisions set forth therein upon the happening of a specified event or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) obligation and any provisions for the issuance as Registered Securities or Unregistered Securities or both, and the rights remarketing of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be madeSecurities;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(1712) if other than the Trustee, the identity of the Securities Registrar and/or the Paying Agent;
(13) if the amount of principal of or any trusteespremium or interest on or other payments, authenticating if any, on any Securities of the series may be determined with reference to an index, formula or Paying Agentsother method (which index, transfer agents formula or registrars method may be based, without limitation, on the price of one or more commodities, derivatives or securities; one or more securities, derivatives or commodities exchange indices or other indices; a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable; or any other agents variable or the relationship between any variables or combination of variables), the index, formula or other method by which such amounts shall be determined;
(14) if other than the currency of the United States of America, the currency, currencies or currency units (including composite currencies) in which the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;
(15) if the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(16) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(17) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Securities Stated Maturity, the amount which shall be deemed to be the principal amount of such SeriesSecurities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(18) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such Series do not bear interestSections, or any other defeasance provisions applicable to any Securities of the series, and, if other than by a Board Resolution, the applicable dates for purposes of Section 4.01 hereofmanner in which any election by the Company to defease such Securities shall be evidenced;
(19) whether the terms, if any, upon which Securities of such Series are the series may be convertible into or exchanged for other Securities, common shares, preferred shares, other debt securities, warrants to purchase any of the foregoing, or other securities of any kind of the Company or any other obligor or any other property, and the terms and conditions upon which the conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period, and any other additional provisions;
(20) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any deletions, modifications of or additions to the definitions set forth in Section 1.1, the Events of Default which apply to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(22) any addition to, deletion of or change in the covenants set forth in Article 10 which applies to Securities of the series;
(23) any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of the Securities of such series, including, without limitation, exchange rate agents and calculation agents;
(24) if applicable, the terms of any Mortgage that will be provided for a series of Securities, including any provisions regarding the circumstances under which collateral may be released or conditions substituted;
(25) if applicable, the terms of any guaranties for the Securities, including the terms of any subordination of such guaranties, and any circumstances under which there may be additional obligors on the Securities;
(26) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(27) whether Securities of the series shall be issuable in registered form or bearer form (registrable or not registrable as to principal, and with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of bearer securities and the terms upon which bearer Securities of a series may be exchanged for registered Securities of the same series and vice versa;
(28) the forms of the Securities of the Series are series;
(29) any terms which may be related to warrants, options or other rights to purchase and sell securities issued by the Company in connection with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may be issued used toward the exercise price of any such warrants, options or other rights;
(30) if the Securities of the series will be governed by, and the extent to which such Securities will be governed by, any law other than the laws of the state of New York;
(31) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)). All Securities of any one Series shall series need not be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except but may vary as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 2 contracts
Sources: Indenture (LTC Properties Inc), Indenture (Capstead Mortgage Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) if the Securities of the series will not have the benefit of the Subsidiary Guarantees of the Subsidiary Guarantors;
(3) any change to the subordination provisions which applies to the Securities of the series from those contained in Article XII with respect to the Securities and/or, if applicable, those contained in Article XIV with respect to the Subsidiary Guarantees, and the definitions of Senior Debt and Designated Senior Debt which shall apply to the Securities of the series, and, if applicable, the Subsidiary Guarantees;
(4) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.093.5, 2.11 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(35) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(46) the date or dates on which the principal of the any Securities of the Series series is payable;
(57) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any such interest is payablepayable on any Interest Payment Date;
(6) 8) the place or places where the principal of and any premium and interest on any Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(79) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany and, pursuant if other than by a Board Resolution, the manner in which any election by the Company to any sinking fund or otherwiseredeem the Securities shall be evidenced;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(910) the obligation, if any, of the Issuer Company to redeem, redeem or purchase or repay any Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(12) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(13) if other than the form currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities (or forms thereof if Unregistered and Registered Securities of the series shall be issuable payable and the manner of determining the equivalent thereof in such Series)the currency of the United States of America for any purpose, including such legends as required by law or as for purposes of the Issuer deems necessary or appropriate, the form definition of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require “Outstanding” in connection with the offering, sale, delivery or exchange of Unregistered SecuritiesSection 1.1;
(14) if the currency principal of or currenciesany premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency unit units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which payments the principal of or any premium or interest or principal on such Securities as to which such election is made shall be payable, the periods within which and other amounts are payable with respect to the Securities of the Series are terms and conditions upon which such election is to be denominated, payable, redeemable made and the amount so payable (or repurchasable, as the case may bemanner in which such amount shall be determined);
(15) whether if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the Series are issuable in Tranchesseries which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(16) whether, and under what circumstancesif the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any Series such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be convertible into Securities due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any other Seriesdate prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(17) if other than the Trusteeapplicable, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 15.2 or Section 15.3 or both such SeriesSections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
(18) if the applicable, that any Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositories for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.5 and any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
(19) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(20) any addition to or change in the application, if any, covenants set forth in Article X which applies to Securities of either or both of Sections 10.01(B)(iithe series;
(21) and 10.01(B)(iii) to whether the Securities of the Seriesseries will be convertible into Common Stock (or cash in lieu thereof) and, if so, the terms and conditions upon which such conversion will be effected; and
(2122) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. The Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche each series shall have the same issue date, maturity date, interest rate or method benefit of determining interest, redemption and repayment provisions, interest payment dates, and, in the case Subsidiary Guarantees unless the Company elects otherwise upon the establishment of Original Issue Discount Securities, the same issue pricea series pursuant to this Section 3.1.
Appears in 2 contracts
Sources: Subordinated Indenture (California Resources Real Estate Ventures, LLC), Subordinated Indenture (California Resources Production Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 304, 2.09305, 2.11 306, 906 or 12.31107);
(3) whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form, and, if so, whether beneficial owners of interests in any such global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than 100% of their principal amountin the manner provided in Section 305, and the percentage of their principal amount at which the Depositary for any global Security or Securities of the Series will be offeredsuch series;
(4) the manner in which any interest payable on a temporary global Security on any Interest Payment Date will be paid if other than in the manner provided in Section 304;
(5) the date or dates on which the principal of (and premium, if any, on) the Securities of the Series series is payable;payable or the method of determination thereof,
(56) the rate or rates (which may be fixed or variable)rates, or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in the case of Registered Securities, the record dates for the determination of Holders to whom interest is payable;
(6) the place or places where the principal and interest on Securities of the Series shall be payable (if other than as provided set forth in Section 3.02)101, the Regular Record Date for the interest payable on any Securities on any Interest Payment Date;
(7) the price place or prices at whichplaces where, subject to the provisions of Section 1002, the principal of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities of the series shall be payable;
(8) the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, if the Company is to have that option, and the manner in which the Company must exercise any such option, if different from those set forth herein;
(9) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased in whole or in part pursuant to such obligation;
(8) 10) the denomination in which any Securities of that series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof;
(11) the currency or currencies (including composite currencies) if other than Dollars, or the form, including equity securities, other debt securities (including Securities), warrants or any other securities or property of the Company or any other Person, in which payment of the principal of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities of the series shall be payable;
(12) if the principal of (and premium, if any) or interest on or any Additional Amounts with respect to the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies (including composite currencies) other than that in which the Securities are stated to be payable, the currency or currencies (including composite currencies) in which payment of the principal of (and premium, if any) and interest on, and any Additional Amounts with respect to, Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if the amount of payments of principal of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities of the series may be determined with reference to any commodities, currencies or indices, values, rates or prices or any other index or formula, the manner in which such amounts shall be determined;
(14) if other than the entire principal amount thereof, the portion of the principal amount of Securities of the Series which series that shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be502;
(15) whether any additional means of satisfaction and discharge of this Indenture with respect to Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trusteeseries pursuant to Section 401, any trustees, authenticating additional conditions to discharge pursuant to Section 401 or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(20) 403 and the application, if any, of either Section 403;
(16) any deletions or both modifications of Sections 10.01(B)(ii) and 10.01(B)(iii) or additions to the definitions set forth in Section 101, the Events of Default set forth in Section 501 or covenants of the Company set forth in Article Ten pertaining to the Securities of the Seriesseries;
(17) if the Securities of the series are to be convertible into or exchangeable for equity securities, other debt securities (including Securities), warrants or any other securities or property of the Company or any other Person, at the option of the Company or the Holder or upon the occurrence of any condition or event, the terms and conditions for such conversion or exchange; and
(2118) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. All At the option of the Company, interest on the Securities of any one Series need not series that bears interest may be issued at paid by mailing a check to the same time, and unless otherwise providedaddress of any Holder as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a Series may be reopened for issuances copy of additional Securities an appropriate record of such Seriesaction together with such Board Resolution shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. Each Series may The Securities shall be issued subordinated in one or more Tranches. Except right of payment to Senior Indebtedness as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceArticle Thirteen.
Appears in 2 contracts
Sources: Indenture (Transocean Sedco Forex Inc), Indenture (Transocean Offshore Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries and the Securities of each such series shall rank equally and pari passu with the Securities of each other series, but all Securities issued hereunder shall be subordinate and junior in right of payment, to the extent and in the manner set forth in Article 13, to all Senior Indebtedness of the Issuer. There shall be established in or pursuant to a resolution of one or more Board Resolutions (and, to the Board of Directors or an Officer Action and extent established pursuant to rather than set forth in a Board Resolution, in an Officers’ Certificate, Officer's Certificate detailing such establishment) or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any Seriesseries,
(1a) the title designation of the Securities of the Series (series, which title shall distinguish the Securities of the Series series from the Securities of all other Securities issued by the Issuer)series;
(2b) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08, 2.09, 2.11 2.11, 8.05 or 12.312.03);
(3c) if other than 100% of their principal amountDollars, the percentage of their principal amount at coin or currency in which the Securities of the Series will be offeredthat series are denominated (including, but not limited to, any Foreign Currency);
(4d) the date or dates on which the principal of the Securities of the Series series is payablepayable and any provisions for the advancement of any such date;
(5e) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the rate or rates and extent to which Additional Interest, if any, shall be payable in respect of any Securities of such series, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, and (in the case of Registered Securities, the ) on which a record dates shall be taken for the determination of Holders to whom interest is payablepayable and/or the method by which such rate or rates or date or dates shall be determined;
(6f) the place or places where the principal of and any interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02), the place or places where the Securities of the series may be presented for registration of transfer or exchange and the place or places where notices and demands to or upon the Issuer in respect of the Securities of the series may be made;
(7g) any provisions relating to the deferral of interest payments on the Securities of the series at the option of the Issuer or otherwise;
(h) the right, if any, of the Issuer to redeem Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices at which, the period or periods within which and the any terms and conditions upon which Securities of the Series series may be so redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9i) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether series pursuant to any mandatory redemption, sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payableat which, at which and the period or periods within which and the any terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10j) any securities exchange or quotation system on which the issuance Securities of the series may be listed or quoted, as Registered applicable;
(k) if other than denominations of $25 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(l) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(m) if other than the coin or Unregistered currency in which the Securities of that series are denominated, the coin or bothcurrency in which payment of the principal of or interest on the Securities of such series shall be payable;
(n) if the Securities of a series may be converted into or exchanged for stock or other securities of the Issuer or other entities, the terms upon which such series may be converted or exchanged, any specific terms relating to the adjustment thereof and the period during which such Securities may be so converted or exchanged;
(o) if the principal of or interest on the Securities of such series are to be payable, at the election of the Issuer or a Holder thereof, in a coin or currency other than that in which the Securities are denominated, the period or periods within which, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series terms and the circumstances under which any conditions upon which, such exchanges, if permitted, election may be made;
(11p) if the amount of payments of principal of and interest on the Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(q) whether the Securities of the series will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without Coupons), or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided in Section 2.08, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;
(r) whether and under what circumstances the Issuer or Parent will pay any additional amounts ("ADDITIONAL SUMS") on the Securities of the Series series held by a Person person who is not a U.S. Person person or held in an MSDW Capital Trust in respect of taxes any tax, assessment or similar charges governmental charge withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amountsAdditional Sums;
(12s) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other than denominations documents or satisfaction of $1,000 and any integral multiple thereofother conditions, the denominationsform and terms of such certificates, which may be in Dollars, any Foreign Currency documents or ECU, in which Securities of the Series shall be issuableconditions;
(13t) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, depositaries, authenticating or Paying Agentspaying agents, transfer agents or registrars or any other agents with respect to the Securities of such Seriesseries;
(18u) if any additions, modifications or deletions in the Events of Default or covenants of the Issuer set forth herein with respect to the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Seriesseries; and
(21v) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series and Coupons, if any, appertaining thereto, shall be substantially identical identical, except in the case of Registered Securities as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in by or pursuant to such Officer Action or such resolution of the Board of Directors Resolution or Officer's Certificate referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same time, time and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution, such Officer's Certificate or in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceany such indenture supplemental hereto.
Appears in 2 contracts
Sources: Junior Subordinated Indenture (Morgan Stanley Dean Witter & Co), Junior Subordinated Indenture (Morgan Stanley Capital Trust XI)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution and (subject to Section 3.03) set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any Series,series:
(1) the title of the Debt Securities of the Series series (which title shall distinguish the Debt Securities of the Series such series from all other Securities issued by the Issuerseries of Debt Securities);
(2) the aggregate principal amount of such series of Debt Securities and any limit upon limit, on the aggregate principal amount of the Debt Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the Series such series pursuant to Sections 2.083.04, 2.093.05, 2.11 3.06, 11.06 or 12.313.07);
(3) if other than 100% of their principal amount, the percentage of their the principal amount at which the Debt Securities of the Series such series will be offeredissued and, if other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity or upon redemption thereof or the method by which such portion shall be determined;
(4) the date or dates on which or periods during which the Debt Securities of the series may be issued, and the date or dates or the method by which such date or dates will be determined, on which the principal of (and premium, if any, on) the Debt Securities of such series are or may be payable (which, if so provided in such Board Resolution or supplemental indenture, may be determined by the Company from time to time as set forth in the Debt Securities of the Series is payableseries issued from time to time);
(5) the rate or rates (which may be fixed variable or variable), or the method or methods of determination thereof, fixed) at which the Debt Securities of the Series series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest interest, if any, shall accrueaccrue or the method by which such date or dates shall be determined (which, in either case or both, if so provided in such Board Resolution or supplemental indenture, may be determined by the interest payment dates Company from time to time and set forth in the Debt Securities of the series issued from time to time); and the Interest Payment Dates on which such interest shall be payable and(or the method of determination thereof), in and the case of Registered SecuritiesRegular Record Dates, if any, for the record dates for interest payable on such Interest Payment Dates and the notice, if any, to Holders regarding the determination of Holders interest, the manner of giving such notice, the basis upon which interest shall be calculated if other than that of a 360—day year of twelve 30—day months and any conditions or contingencies as to whom the payment of interest is payablein cash or otherwise, if any;
(6) the place or places places, if any, in addition to or instead of the Corporate Trust Office of the Trustee, where the principal of (and premium, if any) and interest on Debt Securities of the Series series shall be payable; the extent to which, or the manner in which, any interest payable (on any Global Note on an Interest Payment Date will be paid, if other than in the manner provided in Section 3.07; and the manner in which any principal of, or premium, if any, on, any Global Note will be paid, if other than as provided in Section 3.02)set forth elsewhere herein and whether any Global Note will require any notation to evidence payment of principal or interest;
(7) the price obligation, if any, of the Company to redeem, repay, purchase or prices offer to purchase Debt Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or upon other conditions or at which, the option of the Holder thereof and the period or periods within which or the dates on which, the prices at which and the terms and conditions upon which the Debt Securities of the Series series shall be redeemed, repaid, purchased or offered to be purchased, in whole or in part, pursuant to such obligation;
(8) the right, if any, of the Company to redeem the Debt Securities of such series at its option and the period or periods within which, or the date or dates on which, the price or prices at which, and the terms and conditions upon which such Debt Securities may be redeemed, if any, in whole or in part, at the option of the Issuer, pursuant to any sinking fund Company or otherwise;
(8) 9) if the Currency in which the Debt Securities shall be issuable is in Dollars, the denominations of such Debt Securities if other than denominations of $2,000 and any integral multiples of $1,000 in excess thereof (except as provided in Section 3.04);
(10) whether the Debt Securities of the series are to be issued as Discount Securities and the amount of discount with which such Debt Securities may be issued and, if other than the principal amount thereof, the portion of the principal amount of Debt Securities of the Series series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy Maturity thereof pursuant to Section 5.02;
(911) the obligationprovisions, if any, for the defeasance or discharge of certain of the Issuer Company’s obligations with respect to redeem, purchase or repay Debt Securities of the Series series;
(12) whether pursuant provisions for payment of additional amounts or tax redemptions shall apply and, if such provisions shall apply, such provisions;
(13) if other than Dollars, the Foreign Currency or Currencies in which Debt Securities of the series shall be denominated or in which payment of the principal of (and premium, if any) and interest on the Debt Securities of the series may be made, and the particular provisions applicable thereto and, if applicable, the amount of Debt Securities of the series which entitles the Holder of a Debt Security of the series or its proxy to any sinking fund one vote for purposes of Section 9.05;
(14) if the principal of (and premium, if any) or analogous provisions or pursuant interest on Debt Securities of the series are to other provisions set forth therein or be payable, at the option election of the Company or a Holder thereof and the price or prices thereof, in the currency or currency unit a Currency other than that in which the Debt Securities are denominated or payable without such election, in addition to or in lieu of such Series are payablethe provisions of Section 3.10, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall which, such election may be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, made and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series time and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances manner of determining the Issuer exchange rate or Parent will pay additional amounts on rates between the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, Currencies in which the Debt Securities of the Series shall be issuable;
(13) the form of the Securities (are denominated or forms thereof if Unregistered and Registered Securities shall be issuable in payable without such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued election and the forms of any certificates which may be required hereunder Currency or Currencies in which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Debt Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may bepaid if such election is made;
(15) whether the date as of which any Debt Securities of the Series are issuable series shall be dated, if other than as set forth in TranchesSection 3.03;
(16) whetherif the amount of payments of principal of (and premium, and under what circumstancesif any) or interest on the Debt Securities of the series may be determined with reference to an index, including, but not limited to, an index based on a Currency or Currencies other than that in which the Debt Securities are denominated or payable, or any other type of index, the Securities of any Series manner in which such amounts shall be convertible into Securities of any other Seriesdetermined;
(17) if other than the TrusteeDebt Securities of the series are denominated or payable in a Foreign Currency, any trusteesother terms concerning the payment of principal of (and premium, authenticating or Paying Agents, transfer agents or registrars if any) or any other agents with respect to interest on such Debt Securities (including the Securities Currency or Currencies of such Seriespayment thereof);
(18) the designation of the original Currency Determination Agent, if any;
(19) the applicable Overdue Rate, if any;
(20) if the Debt Securities of such Series the series do not bear interest, the applicable dates for purposes of Section 4.01 hereof7.01;
(1921) any addition to, or modification or deletion of, any Events of Default, covenants or term of the subordination provided for with respect to Debt Securities of the series;
(22) whether the Debt Securities of such Series are to the series shall be issuable issued in whole or in part in the form of one or more Depository Securities, Global Notes and, in such case, the Depository Depositary for such Global Note or Notes; and if the Debt Securities of the series are issuable only as Registered Securities, the manner in which and the circumstances under which Global Notes representing Debt Securities of the series may be exchanged for Registered Securities in definitive form, if other than, or in addition to, the manner and circumstances specified in Section 3.04(b);
(2023) the applicationdesignation, if any, of either any depositaries, trustees (other than the applicable Trustee), Paying Agents, Authenticating Agents, Registrars (other than the Trustee) or both of Sections 10.01(B)(ii) and 10.01(B)(iii) other agents with respect to the Debt Securities of such series;
(24) if the SeriesDebt Securities of such series will be issuable in definitive form only upon receipt of certain certificates or other documents or upon satisfaction of certain conditions, the form and terms of such certificates, documents or conditions;
(25) whether the Debt Securities of such series will be convertible into shares of Common Shares and, if so, the terms and conditions, which may be in addition to or in lieu of the provisions contained in this Indenture, upon which such Debt Securities will be so convertible, including the conversion price and the conversion period;
(26) the portion of the principal amount of the Debt Securities which will be payable upon declaration of acceleration of the maturity thereof, if other than the principal amount thereof;
(27) the nature, content and date for reports by the Company to the holders of the Offered Debt Securities;
(28) any change in the right of the Trustee or the Holders to declare the principal of, and premium and interest on, such Debt Securities due and payable;
(29) whether or not the Debt Securities shall have the benefit of Article Eighteen and, if so, which entities shall be the initial Guarantors of the Company’s obligations with respect to such Debt Securities; and
(2130) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Debt Securities of any one Series series shall be substantially identical except as to denomination, except rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, which, as set forth above, may be determined by the Company from time to time as to Debt Securities of a series if so provided in or established pursuant to the immediately succeeding paragraphauthority granted in a Board Resolution or in any such indenture supplemental hereto, and except as may otherwise be provided in or pursuant to such Officer Action or Board Resolution and (subject to Section 3.03) set forth in such resolution of the Board of Directors Officers’ Certificate, or in any such indenture supplemental hereto. All Debt Securities of any one Series series need not be issued at the same time, and unless otherwise provided, a Series series may be reopened for issuances issuance of additional Debt Securities of such Seriesseries. Each Series may be issued in one or more Tranches. Except as provided in If any of the foregoing paragraph, all Securities terms of a Tranche series of Debt Securities is established in or pursuant to a Board Resolution, a copy of such Board Resolution shall have be certified by the same issue date, maturity date, interest rate Secretary or method an Assistant Secretary of determining interest, redemption the Company and repayment provisions, interest payment dates, and, in delivered to the case Trustee at or prior to the delivery of Original Issue Discount Securities, the same issue priceOfficers’ Certificate setting forth the terms of the series.
Appears in 2 contracts
Sources: Subordinated Debt Indenture (Calgon Carbon Corporation), Subordinated Debt Indenture (MOB Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries and, except as otherwise provided herein, each such series shall be unsecured and shall rank pari passu with each other and with all other unsecured and unsubordinated indebtedness for borrowed money of the Corporation. There shall be established in one or more Board Resolutions or pursuant to a resolution of the authority granted by one or more Board of Directors or an Officer Action and Resolutions and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (17) below), if so provided, may be determined from time to time by the Corporation with respect to unissued Securities of such series and set forth in such Securities of such series when issued from time to time):
(1) the title specific designation of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the Issuerseries of Securities);
(2) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 304, 2.09305, 2.11 306, 906, 1107 or 12.31305);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the Series series is payable;
(54) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, or the interest payment method by which such date or dates shall be determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on any Security on any Interest Payment Date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months;
(5) the place or places, if any, other than the Corporate Trust Office, where the principal of (and premium, if any, on) and any interest on Securities of the series shall be payable, any Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and, if different than the location specified in the case of Registered SecuritiesSection 106, the record dates for place or places where notices or demands to or upon the determination Corporation in respect of Holders to whom interest is payablethe Securities of the series and this Indenture may be served;
(6) the place period or places where the principal and interest on Securities of the Series shall be payable (if other than as provided in Section 3.02);
(7) periods within which, the price or prices at which, the period or periods within which Currency in which, and the other terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCorporation, if the Corporation is to have that option;
(7) the obligation, if any, of the Corporation to redeem, repay or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provision or at the option of a Holder thereof, and the period or periods within which, the price or prices at which, the Currency in which, and other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;
(8) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;
(9) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;
(10) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which series that shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 502 or provable in bankruptcy pursuant to Section 5.02the method by which such portion shall be determined;
(911) if other than Dollars, the obligationCurrency in which payment of the principal of (and premium, if any, of on) or interest, if any, on the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund series shall be payable or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(12) whether the amount of payments of principal of (and premium, if any, on) or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such Series amounts shall be determined;
(13) whether the principal of (and premium, if any, on) and interest, if any, on the Securities of the series are to be payable, at the election of the Corporation or a Holder thereof, in a Currency other than that in which and such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(14) the designation of the initial Exchange Rate Agent, if any;
(15) any provisions in modification of, in addition to or in lieu of the provisions of Article Fourteen that shall be applicable to the Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationseries;
(1016) the issuance as Registered Securities or Unregistered Securities or both, and the any provisions granting special rights of to the Holders to exchange Unregistered Securities for Registered of Securities of the Series series upon the occurrence of such events as may be specified;
(17) any deletions from, modifications of or additions to exchange Registered the Events of Default or covenants of the Corporation with respect to Securities of the Series for Unregistered series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(18) whether any Securities of the Series series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchangesexchanges may occur, if permittedother than in the manner provided in Section 305, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the if Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option series are to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriateglobal form, the form identity of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereofinitial depositary therefor;
(19) whether the date as of which any temporary global Security representing Outstanding Securities of such Series are the series shall be dated if other than the date of original issuance of the first Security of the series to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securitiesissued;
(20) the applicationPerson to whom any interest on any Security of the series shall be payable, if anyother than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 304;
(21) if Securities of either the series are to be issuable in definitive form (whether upon original issue or both upon exchange of Sections 10.01(B)(iia temporary Security of such series) and 10.01(B)(iiionly upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions;
(22) to if the Securities of the Seriesseries are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered; and
(2123) any other terms terms, conditions, rights and preferences (or conditions upon which limitations on such rights and preferences) relating to the Securities of the Series are to be issued series (which terms shall not be inconsistent with the requirements of Trust Indenture Act or the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or Board Resolution (subject to Section 303) and set forth in such resolution of the Board of Directors Officers’ Certificate or in any such indenture supplemental hereto. All Not all Securities of any one Series series need not be issued at the same time, and and, unless otherwise provided, a Series series may be reopened for issuances of additional Securities of such Seriesseries. Each Series may be issued in If any of the terms of the series are established by action taken pursuant to one or more Tranches. Except as provided in Board Resolutions, such Board Resolutions shall be delivered to the foregoing paragraph, all Securities Trustee at or prior to the delivery of a Tranche shall have the same issue date, maturity date, interest rate or method Officers’ Certificate setting forth the terms of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 2 contracts
Sources: Indenture (Mosaic Co), Indenture (Mosaic Co)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Company may from time to time without the consent of the Holders of any series of Securities issue additional Securities of that series or any other series under this Indenture. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution one or more Board Resolutions of the Company (and to the extent established pursuant to (rather than in) such Board of Directors or an Officer Action and set forth Resolutions, in an Officers’ CertificateCertificate of the Company detailing such establishment), or and/or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any Series,series:
(1) the title of the Securities of the Series (which title shall distinguish the Securities of the Series from all other Securities issued by the Issuer)series;
(2) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series same series pursuant to Sections 2.08Section 2.9, 2.092.10, 2.11 2.12 or 12.311.5);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates on which the principal of the Securities of the Series series is payable;
(54) the any rate or rates (which may be fixed or variable)rates, or the method or methods of determination thereofincluding floating rates, at which the Securities of the Series series shall bear interest, if any, the interest and any date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of Registered Securities, the and on which a record dates shall be taken for the determination of Holders to whom interest is payable, or in any case the method by which any such rate or date shall be determined and any dates required to be established pursuant to Section 4.1(a);
(65) the place or places where the principal and interest on Securities of the Series shall be payable (if other than as provided in Section 3.02)3.2, the place or places where the principal, additional amounts, if any, and any interest on Securities of the series shall be payable;
(76) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwiseCompany;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(97) the obligation, if any, of the Issuer Company to redeem, purchase or repay Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) 8) if other than denominations of $1,000 and any integral multiple multiples of $1,000 in excess thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which Securities of the Series series shall be issuable;
(139) if other than the form principal amount thereof, the portion of the principal amount of Securities (or forms thereof if Unregistered and Registered Securities of the series which shall be issuable payable upon declaration of acceleration of the maturity thereof pursuant to Section 5.1 or provable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securitiesbankruptcy pursuant to Section 5.2;
(1410) if the currency or currencies, or currency unit or currency units in which amount of payments of interest principal or principal and other amounts are payable with respect to interest, if any, on the Securities of the Series are series may be determined with reference to an index or is otherwise not fixed on the original issue date thereof, the manner in which such amount shall be denominateddetermined and the calculation agent, payableif any, redeemable or repurchasable, as the case may bewho shall be appointed and authorized to calculate such amounts;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(1711) if other than the Trustee, any trustees, authenticating or Paying Agentspaying agents, transfer agents or registrars Security Registrars or any other agents with respect to the Securities of such Seriesseries;
(1812) if the forms of Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereofseries;
(1913) whether the Securities of such Series are to the series shall be issuable issued in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary with respect to such Global Security or Securities and the circumstances under which any such Global Security may be registered in the Security Register for transfer or exchange, or authenticated and delivered, in the name of a Person other than such SecuritiesDepositary or its nominee (including the nominee of any common depositary holding the Securities on behalf of Euroclear Bank S.A./N.V. and/or Clearstream Banking, société anonyme), if other than as set forth in Section 2.9;
(2014) whether any premium, upon redemption or otherwise, shall be payable by the application, if any, Company on Securities of either or both of Sections 10.01(B)(iithe series;
(15) and 10.01(B)(iii) to whether the Securities of the Series; andseries are to be issued as Original Issue Discount Securities and the amount of the discount at which such Original Issue Discount Securities may be issued;
(2116) any condition to which payment of any principal of (or premium, if any) or interest on Securities of the series will be subject;
(17) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount due and payable pursuant to Section 5.1;
(18) whether the provisions of Section 3.8 apply to Securities of the series; or
(19) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with series. If the provisions form of this Indenture). All Securities of any one Series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except as may otherwise be provided in or series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such Officer Action action will be certified by the secretary or such resolution any assistant secretary of the Board Company and delivered to the Trustee concurrently with or prior to delivery of Directors or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened Company Order for issuances of additional Securities authentication of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue price.
Appears in 2 contracts
Sources: Indenture (Hanson PLC), Indenture (Hanson PLC)
Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. .
(b) The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and (subject to Section 2.03) set forth or determined as provided in an Officers’ Certificate, or established in one or more indentures supplemental heretohereto (with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and with such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Securities, as evidenced by their execution of such Securities), prior to the issuance of Securities of any Series,series:
(1i) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2ii) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.04, 2.092.05, 2.11 2.06, 3.07 or 12.310.06 and except for any Securities which, pursuant to Section 2.03, are deemed never to have been authenticated and delivered hereunder);
(3iii) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4iv) the date or dates on which the principal of the Securities of the Series series is payablepayable and/or the method by which such date or dates shall be determined;
(5v) the rate or rates (which may be fixed or variable), method for establishing the rate or the method or methods of determination thereof, rates) at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom interest is payablepayable on any Interest Payment Date (or method for establishing such date or dates);
(6vi) the place or places where the principal of (and premium, if any) and interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7vii) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(viii) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) ix) if other than denominations of $2,000 and any integral multiples of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable;
(x) if other than the full principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 7.02 or provable in bankruptcy pursuant to Section 5.02the method by which such portion shall be determined;
(9xi) if other than such currency of the obligationUnited States of America as at the time of payment is legal tender for payment of public or private debts, the currency or currencies (including composite currencies) in which payment of the principal of (and premium, if any, of ) and/or interest on the Issuer to redeem, purchase or repay Securities of the Series whether pursuant series shall be payable;
(xii) if the principal of (and premium, if any) and/or interest on the Securities of the series are to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or be payable, at the option election of the Company or any Holder, in a Holder thereof and the price or prices in the currency or currency unit currencies (including composite currencies) other than that in which the Securities of such Series are stated to be payable, at which and the period or periods within which which, and the terms and conditions conditions, upon which Securities of the Series shall be redeemedwhich, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, election may be made;
(11xiii) whether if the amounts of payments of principal of (and under what circumstances the Issuer or Parent will pay additional amounts premium, if any) and/or interest on the Securities of the Series held by a Person who is not a U.S. Person series may be determined with reference to an index, the manner in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem which such Securities rather than pay such additional amountsamounts shall be determined;
(12xiv) if other than denominations in the case of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of a series the Series shall be issuable;
terms of which are not established pursuant to subsection (13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Seriesxi), including such legends as required by law (xii) or as the Issuer deems necessary (xiii) above, whether either or appropriate, the form both of any coupons Section 11.03 or temporary global security which may Section 11.04 shall not be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect applicable to the Securities of such Seriesseries; or, in the case of Securities the terms of which are established pursuant to subsection (xi), (xii) or (xiii) above, the adoption and applicability, if any, to such Securities of any terms and conditions similar to those contained in Section 11.03 and/or Section 11.04;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19xv) whether the Securities of such Series are to the series shall be issuable issued in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository for such Global Security or Global Securities;
(20xvi) any additional or different events of default that apply to Securities of the series, and any change in the right of the Trustee or the Holders of such Securities to declare the principal thereof due and payable;
(xvii) any additional or different covenants that apply to Securities of the series;
(xviii) the application, if any, form of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Seriesseries; and
(21xix) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with contradict the provisions of this Indenture). .
(c) The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.
(d) All Securities of any one Series series shall be substantially identical except as to interest rates, method for determining interest rates, Interest Payment Dates, Regular Record Dates, redemption terms, Stated Maturity, denomination, except as provided in the immediately succeeding paragraphdate of authentication, currency, any index for determining amounts payable, and except as may otherwise be provided in or pursuant to such Officer Action Board Resolution and set forth or determined as provided in such resolution of the Board of Directors Officers’ Certificate or in any such indenture supplemental hereto.
(e) If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. All With respect to Securities of any one Series need not be issued at the same timea series constituting a medium term note program, and unless otherwise provided, a Series such Board Resolution may be reopened provide general terms or parameters for issuances of additional Securities of such Series. Each Series series and may provide that the specific terms of particular Securities of such series, and the Persons authorized to determine such terms or parameters, may be issued determined in one accordance with or more Tranches. Except as provided pursuant to the Company Order referred to in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceSection 2.03.
Appears in 2 contracts
Sources: Indenture (Elanco Animal Health Inc), Indenture (Zoetis Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in by or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series:
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other series, except to the extent that additional Securities issued by the Issuerof an existing series are being issued);
(2) any limit upon the aggregate principal amount of the Securities of the Series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Sections 2.08, 2.09, 2.11 or 12.3);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates on which the principal of the Securities of the Series series is payable, and, if applicable to the series, the terms of any sinking fund obligations with respect to such series;
(53) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the Floating or Adjustable Rate Provision pursuant to which such rate or rates shall be determined, the date or dates from which any such interest shall accrue, or the interest payment method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Dates for the determination of Holders to whom interest is payablepayable on any Interest Payment Date (if such Interest Payment Dates or Regular Record Dates differ from those provided herein);
(64) the place or places where the principal of (and any premium, if any) and interest on Securities of the Series series shall be payable payable;
(5) in addition to the redemption rights provided herein, the period or periods within which (including the Redemption Option Date for the series) and the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company if the Company is to have that option;
(6) if other than as provided denominations of $25 and any integral multiple thereof, the denominations in Section 3.02)which Securities of the series shall be issuable;
(7) any other event or events of default applicable with respect to the Securities of the series in addition to those provided in Section 5.1(1) through (7);
(8) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series, or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series shall not be for the benefit of Securities of the series, or any combination of such covenants, warranties or provisions;
(9) the subordination terms of the Securities of the series (if different than the terms provided herein);
(10) the provisions of this Indenture, if any, that shall not apply to the series;
(11) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(1112) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect series are to be issued as original issue discount securities and the amount of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem discount with which such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuableissued;
(13) if other than the form principal amount thereof, the portion of the principal amount of the Securities (or forms thereof if Unregistered and Registered Securities which shall be issuable in such Series), including such legends as required by law or as payable upon declaration of acceleration of the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securitiesmaturity thereof pursuant to Section 5.2;
(14) the currency or currenciesright, or currency unit or currency units in which payments if any, to defer payment of interest or principal on the debt securities and other amounts are payable with respect to the Securities maximum length of the Series are to be denominated, payable, redeemable or repurchasable, as the case may beany deferral period;
(15) whether the Securities of the Series are issuable in Tranchesseries will be convertible into shares of common stock or other securities of the Company and, if so, the terms and conditions upon which such Securities will be so convertible, including whether conversion is mandatory, at the option of the holder, or at the option of the Company, the conversion price, the conversion period and any provisions pursuant to which the number of shares of common stock or other securities of the Company to be received by the holders of such series of Securities would be subject to adjustment;
(16) whether, the currency or currency units in which payment of the principal of and under what circumstances, any premium and interest on the Securities of any Series the series shall be convertible into Securities of any other Seriespayable;
(17) the terms and conditions, if other than the Trusteeany, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect pursuant to which the Securities of such Seriesthe series are secured;
(18) if the terms pursuant to which the Securities of such Series do not bear interestany series are subject to defeasance and satisfaction and discharge, the applicable dates for purposes of Section 4.01 hereof;if different than those provided herein; and
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which additional terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in by or pursuant to such Officer Action Board Resolution and set forth, or determined in the manner provided, in such resolution of the Board of Directors Officers' Certificate referred to above or in any such indenture supplemental hereto. All If any of the terms of the Securities of any one Series need not be issued at the same time, and unless otherwise provideda series are established by action taken pursuant to a Board Resolution, a Series may copy of such Board Resolution shall be reopened for issuances certified by the Secretary or an Assistant Secretary of additional the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 2 contracts
Sources: Junior Subordinated Debt Securities Indenture (Travelers Property Casualty Corp), Junior Subordinated Debt Securities Indenture (Travelers Property Casualty Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.3, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 2.3, 2.093.4, 2.11 3.5, 3.6, 9.6 or 12.311.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the and premium, if any, on any Securities of the Series series is payablepayable or the method of determination and/or extension of such date or dates; and the amount or amounts of such payments of principal and premium, if any, or the method of determination thereof;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, if other that as set forth in the case of Registered SecuritiesSection 1.1, the record Regular Record Date for any such interest payable on any Interest Payment Date (or the method for determining the dates for the determination of Holders to whom interest is payableand rates);
(6) whether any of such Securities will be subject to certain optional interest rate reset provisions;
(7) the place or places where the principal of and any premium and interest on on, or any Additional Amounts with respect to, the Securities of the Series series shall be payable (payable, where the Securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other than as provided in Section 3.02)means;
(78) (a) the period or periods within which, the price or prices at which, the period currency or periods within which currencies (including currency units) and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, pursuant to any sinking fund or otherwise;
(8) b) if other than the principal amount thereofas provided in Section 11.3, the portion of manner in which the principal amount of particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption and (c) if other than by a Board Resolution, the Series manner in which any election by the Company to redeem the Securities shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02evidenced;
(9) the obligation, if any, of the Issuer Company to redeem, purchase or repay any Securities of the Series whether series pursuant to any sinking fund fund, amortization or analogous provisions or pursuant to other provisions set forth therein upon the happening of a specified event or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationobligation and any provisions for the remarketing of such Securities;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(1711) if other than the Trustee, the identity of the Securities Registrar and/or the Paying Agent;
(12) if the amount of principal of or any trusteespremium or interest on or other payments, authenticating if any, on any Securities of the series may be determined with reference to an index, formula or Paying Agentsother method (which index, transfer agents formula or registrars method may be based, without limitation, on the price of one or more commodities, derivatives or securities; one or more securities, derivatives or commodities exchange indices or other indices; a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable; or any other agents variable or the relationship between any variables or combination of variables), the index, formula or other method by which such amounts shall be determined;
(13) if other than the currency of the United States of America, the currency, currencies or currency units (including composite currencies) in which the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;
(14) if the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(15) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(16) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(17) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such SeriesSections, or any other defeasance provisions applicable to any Securities of the series, and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
(18) the terms, if the any, upon which Securities of such Series do not bear interestthe series may be convertible into or exchanged for other Securities, common shares, preferred shares, other debt securities, warrants to purchase any of the foregoing, or other securities of any kind of the Company or any other obligor or any other property, and the terms and conditions upon which the conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the applicable dates for purposes of Section 4.01 hereofconversion or exchange period, and any other additional provisions;
(19) whether the if applicable, that any Securities of such Series are to the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4;
(20) the applicationany deletions, if any, modifications of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) additions to the definitions set forth in Section 1.1, the Events of Default which apply to any Securities of the Series; andseries and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;
(21) any addition to, deletion of or change in the covenants set forth in Article 10 which applies to Securities of the series;
(22) any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of the Securities of such series, including, without limitation, exchange rate agents and calculation agents;
(23) if applicable, the terms of any Mortgage that will be provided for a series of Securities, including any provisions regarding the circumstances under which collateral may be released or conditions substituted;
(24) if applicable, the terms of any guaranties for the Securities, including the terms of any subordination of such guaranties, and any circumstances under which there may be additional obligors on the Securities;
(25) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(26) whether Securities of the series shall be issuable in registered form or bearer form (registrable or not registrable as to principal, and with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of bearer securities and the terms upon which bearer Securities of a series may be exchanged for registered Securities of the same series and vice versa;
(27) the forms of the Securities of the Series are series;
(28) any terms which may be related to warrants, options or other rights to purchase and sell securities issued by the Company in connection with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may be issued used toward the exercise price of any such warrants, options or other rights;
(29) if the Securities of the series will be governed by, and the extent to which such Securities will be governed by, any law other than the laws of the state of New York;
(30) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)). All Securities of any one Series shall series need not be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, and except but may vary as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 2 contracts
Sources: Indenture (LTC Properties Inc), Indenture (Capstead Mortgage Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution, and, subject to Section 3.03, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.09Section 3.05, 2.11 Section 3.06, Section 9.06 or 12.3Section 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the any Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any such interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal of and any premium and interest on any Securities of the Series series shall be payable (if other than as provided and the manner in Section 3.02)which any payment may be made;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany and, pursuant if other than by a Board Resolution, the manner in which any election by the Company to any sinking fund or otherwiseredeem the Securities shall be evidenced;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer Company to redeem, redeem or purchase or repay any Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(129) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(11) if other than the currency of the United States of America, the currency, currencies, composite currency, composite currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for the purposes of making payment in the currency of the United States of America and applying the definition of “Outstanding” in Section 1.01;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies, composite currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies, composite currency, composite currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the form entire principal amount thereof, the portion of the principal amount of any Securities (or forms thereof if Unregistered and Registered Securities of the series which shall be issuable in such Series), including such legends as required by law or as payable upon declaration of acceleration of the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered SecuritiesMaturity thereof pursuant to Section 5.02;
(14) if the currency or currencies, or currency unit or currency units in which payments principal amount payable at the Stated Maturity of interest or principal and other amounts are payable with respect to the any Securities of the Series are series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be denominatedthe principal amount of such Securities as of any such date for any purpose thereunder or hereunder, payableincluding the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, redeemable or repurchasablein any such case, as the case may bemanner in which such amount deemed to be the principal amount shall be determined);
(15) whether if applicable, that the Securities of the Series are issuable series, in Trancheswhole or any specified part, shall not be defeasible pursuant to Section 12.02 or Section 12.03 or both such Sections, and, if such Securities may be defeased, in whole or in part, pursuant to either or both such Sections, any provisions to permit a pledge of obligations other than U.S. Government Obligations (or the establishment of other arrangements) to satisfy the requirements of Section 12.04(1) for defeasance of such Securities and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
(16) whetherif applicable, and under what circumstances, the that any Securities of any Series the series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04, any addition to, elimination of or other change in the circumstances set forth in Clause (2) of the penultimate paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof and any other provisions governing exchanges or transfers of any such Global Security;
(17) any addition to, elimination of or other change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;
(18) any addition to, elimination of or other change in the covenants set forth in Article X which applies to Securities of the series;
(19) any provisions necessary to permit or facilitate the issuance, payment or conversion of any Securities of the series that may be converted into securities or other property other than Securities of the same series and of like tenor, whether in addition to, or in lieu of, any payment of principal or other amount and whether at the option of the Company or otherwise;
(20) if applicable, that Persons other than those specified in Section 1.11 shall have such benefits, rights, remedies and claims with respect to any Securities of the series or under this Indenture with respect to such Securities, as and to the extent provided for such Securities;
(2021) any change in the application, if any, actions permitted or required under this Indenture to be taken by or on behalf of either or both the Holders of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Seriesseries, including any such change that permits or requires any or all such actions to be taken by or on behalf of the Holders of any specific Securities of the series rather than or in addition to the Holders of all Securities of the series;
(22) if the Securities of the series are to be guaranteed by any Guarantors, the names of the Guarantors of the Securities of the series (which may, but need not, include any or all of the Initial Guarantors) and the terms of the Guarantees of the Securities of the series, if such terms differ from those set forth in Section 13.01, and any deletions from, or modifications or additions to, the provisions of Article XIII or any other provisions of this Indenture in connection with the Guarantees of the Securities of the series;
(23) whether the Securities of such series are to be secured by any property, assets or other collateral and, if so, the applicable collateral, any deletions from, or modifications or additions to, the provisions of Article XV hereof or any other provisions of this Indenture in connection therewith or in connection with any other instrument or agreement entered into in connection therewith; and
(2124) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(7)). If the Securities of the series are to be guaranteed by any Guarantor pursuant to Article XIII, there shall be established in one or more indentures supplemental hereto, prior to the issuance of Securities of the series, the terms of the Guarantees by such Guarantor with respect to the Securities of the series, if such terms differ from those set forth in Section 13.01. All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise providedprovided pursuant to this Section 3.01 for any series, a Series after issuance of Securities of such series, such series may be reopened for issuances of additional Securities of such Seriesthat series. Each Series The terms of any Security of a series may differ from the terms of other Securities of the same series, if and to the extent provided pursuant to this Section 3.01. The matters referenced in any or all of Clauses (1) through (25) above may be issued established and set forth or determined as aforesaid with respect to all or any specific Securities of a series (in one each case to the extent permitted by the Trust Indenture Act). If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or more Tranchesan Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. Except The Securities shall be subordinated in right of payment to Senior Debt as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceArticle XIV.
Appears in 2 contracts
Sources: Indenture (Navistar, Inc.), Indenture (CVG Oregon, LLC)
Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. .
(b) The Securities may be issued in one or more Series. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action and set forth in (i) a Board Resolution, (ii) an Officers’ Certificate, Officer’s Certificate or established in (iii) one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,
(1i) the title of the Securities of the such Series (which title shall distinguish the Securities of the such Series from all other Securities issued by the IssuerSecurities);
(2ii) any limit upon the aggregate principal amount of the Securities of the such Series that may be authenticated and delivered issued under this Indenture (except for Securities represented by Security Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the such Series pursuant to Sections 2.082.8, 2.092.9, 2.11 or 12.313.3 hereof);
(3iii) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the such Series will be offered;
(4iv) the date or dates on which the principal of the Securities of the such Series is payable;
(5v) the rate or rates (rates, which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the such Series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of Registered Securities, and the record dates for the determination of Holders to whom interest and principal is payable;
(6vi) the place or places where the principal and interest on Securities of the such Series shall be payable (if other than as provided in Section 3.023.2 hereof);
(7vii) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the such Series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwiseCompany;
(8) viii) if other than the principal amount thereof, the portion of the principal amount of Securities of the such Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 5.1 hereof or provable in bankruptcy pursuant to Section 5.025.2 hereof;
(9ix) the obligation, if any, of the Issuer Company to redeem, purchase or repay Securities of the such Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the such Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12x) if other than denominations of $1,000 2,000 and any integral multiple of $1,000 in excess thereof, the denominations, which may be in Dollars, Dollars or any Foreign Currency or ECUCurrency, in which Securities of the such Series shall be issuable;
(13xi) the form of the Security Certificates representing the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in of such Series), including such legends as required by this Indenture, by law or as the Issuer Company deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14xii) whether the Securities of such Series shall be initially represented by one or more Global Certificates and, if so, if different than the terms set forth in this Indenture, whether and on what terms the Global Certificates shall be exchangeable for Definitive Certificates representing Securities of such Series and the name of any Custodian and/or Depositary for such Global Certificates;
(xiii) the currency Currency or currencies, or currency unit or currency units Currencies in which payments of interest or principal and other amounts are payable with respect to the Securities of the such Series are to be denominated, payable, redeemable or repurchasable, as the case may bebe and specifically state when such Series of Securities allows for the Holders of such Series to elect the Currency for their principal and interest payments thereon, pursuant to Section 2.12 hereof; provided, that Holders of Securities denominated in Dollars shall not have such option to elect the Currency of their principal and interest payments thereon;
(15xiv) whether Securities if applicable, the name of the Currency Determination Agent, Paying Agent and Registrar, when such Series are issuable in Tranchesallows for the Registered Holders thereof to elect the Currency for their principal and interest payments thereon pursuant to Section 2.12 hereof;
(16xv) whetherif the principal of, or any premium or interest on, or any Additional Amounts with respect to any of such Securities of such Series are to be payable, at the election of the Company or a Guarantor or a Registered Holder thereof or otherwise, in Dollars, or in a Foreign Currency other than that in which such Securities are stated to be payable, the date or dates on which, the period or periods within which and the other terms and conditions upon which such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be payable and the Currency in which such Securities or any of them are to be paid pursuant to such election, and any deletions from or modifications of or additions to the terms of this Indenture to provide for or to facilitate the issuance of Securities denominated or payable, at the election of the Company or a Guarantor or a Registered Holder thereof or otherwise, in a Foreign Currency;
(xvi) if applicable, under what circumstances, circumstances the Securities of any such Series shall be convertible into Securities of any other Series;
(17xvii) if other than the Trustee, any trustees, authenticating or Paying Agentspaying agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18xviii) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 4.1(a) hereof;
(19xix) any deletions from or modifications or additions to the Events of Default or covenants of the Company with respect to Securities of such Series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(xx) whether, under what circumstances and the Currency in which, the Company will pay Additional Amounts as contemplated by Section 3.7 hereof on the Securities of such Series are to be issuable any Holder in whole respect of any tax, assessment or in part governmental charge and, if so, whether the Company will have the option to redeem such Securities in the form event such Additional Amounts become payable (and the terms of one or more Depository Securities, and, in any such case, the Depository for such Securitiesoption);
(20xxi) the applicationidentification of a Registration Rights Agreement, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) with respect to the Securities of such Series and any other terms and conditions related to such Registration Rights Agreement that apply to the Securities of such Series; and
(21xxii) any other terms or conditions upon which the Securities of the such Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture). All .
(c) The Securities of any a Series may be comprised of one or more Tranches which may be issued on different dates; provided, however, that all Tranches of a Series of Securities shall be substantially identical except as to denominationany previously issued Tranches of such Series of Securities, except for, as provided in applicable, the immediately succeeding paragraph, and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, the offering price and the amount and date of the first payment of interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, specified in the case of Original Issue Discount Securitiesapplicable Board Resolution, the same issue priceOfficer’s Certificate or supplemental indenture.
Appears in 2 contracts
Sources: Indenture (F&G Annuities & Life, Inc.), Indenture (Fidelity National Financial, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more Seriesseries. There The terms of each series of Securities shall be either:
(i) established in or pursuant to a resolution of the Board of Directors or an Officer Action and set forth in an Officers’ Certificate, or Establishment Action; or
(ii) established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series. Such Establishment Action or supplemental indenture shall provide:
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all Securities of any other series) and a statement that the Securities issued by the Issuer)will be offered pursuant to this Indenture;
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 9.06 or 12.3);
11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder) and the price (3) if other than 100% of their principal amount, the expressed as a percentage of their the aggregate principal amount thereof) at which the Securities of the Series series will be offeredissued;
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal of the any Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the any Securities of the Series series shall bear interest, if any, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any such interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal and of and/or any premium or interest on any Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7) the period or periods within which, the price or prices at which, the period currency or periods within currencies (including currency units) in which and the other terms and conditions upon which any Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany and, pursuant if other than by a Board Resolution, the manner in which any election by the Company to any sinking fund or otherwiseredeem the Securities shall be evidenced;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer Company to redeem, redeem or purchase or repay any Securities of the Series whether series pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a the Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the Series series shall be redeemed, purchased redeemed or repaidpurchased, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(129) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which any Securities of the Series series shall be issuable;
(10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, pursuant to a formula or other method, the manner in which such amounts shall be determined;
(11) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of "Outstanding" in Section 1.01;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the form entire principal amount thereof, the portion of the principal amount of any Securities (or forms thereof if Unregistered and Registered Securities of the series which shall be issuable in such Series), including such legends as required by law or as payable upon declaration of acceleration of the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered SecuritiesMaturity thereof pursuant to Section 5.02;
(14) if the currency or currencies, or currency unit or currency units in which payments principal amount payable at the Stated Maturity of interest or principal and other amounts are payable with respect to the any Securities of the Series are series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be denominatedthe principal amount of such Securities as of any such date for any purpose thereunder or hereunder, payableincluding the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, redeemable or repurchasablein any such case, as the case may bemanner in which such amount deemed to be the principal amount shall be determined);
(15) whether if applicable, that the Securities of the Series are issuable series, in Trancheswhole or any specified part, shall be defeasible pursuant to Section 13.02 or Section 13.03 or both such Sections (or, if defeasible by another method, such other method) and, if other than by an action pursuant to a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
(16) whetherif applicable, and under what circumstances, the that any Securities of any Series the series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04 and any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
(2017) any addition to or change in the application, if any, Events of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) Default which applies to the any Securities of the Seriesseries and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;
(18) any addition to or change in the covenants set forth in Article X which applies to Securities of the series; and
(2119) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant the Establishment Action referred to such Officer Action or such resolution of the Board of Directors above or in any such indenture supplemental hereto. All Securities The Company shall provide to the Trustee a copy of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceEstablishment Action.
Appears in 2 contracts
Sources: Indenture (Marathon Oil Corp), Indenture (Marathon Global Funding Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of Board Resolution and, subject to Section 3.03, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Seriesseries,
(1) the title of the Securities of the Series series, including CUSIP Numbers (which title shall distinguish the Securities of the Series series from all Securities of any other Securities issued by the Issuerseries);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.04, 2.093.05, 2.11 3.06, 9.06 or 12.311.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4) the date or dates on which the principal of the Securities of the Series series is payable;
(5) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom any interest is payablepayable on any Interest Payment Date;
(6) the place or places where the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided in Section 3.02)payable;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany;
(8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) 9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy Maturity thereof pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currenciesapplicability, nonapplicability, or currency unit or currency units in which payments variation, of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents Article XIII with respect to the Securities of such Series;
(1815) if applicable, that the Securities of such Series do not bear interest, the applicable dates for purposes series shall be subject to either or both of Section 4.01 hereofDefeasance or Covenant Defeasance as provided in Article XIV;
(1916) whether if and as applicable, that the Securities of such Series are to the series shall be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(2017) the application, if any, any addition of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) covenants contemplated by Article X which applies to the Securities of the Seriesseries; and
(2118) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. All Securities If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of the series. The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any one Series need not be issued at the same time, series of Securities (“Add On Securities”) having terms and unless otherwise provided, a Series may be reopened for issuances of additional Securities conditions identical to those of such Series. Each Series may be issued in one or more Tranches. Except as provided in the foregoing paragraph, all Securities series of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Outstanding Securities, except that such Add On Securities:
(i) may have a different issue date from such series of Outstanding Securities;
(ii) may have a different amount of interest payable on the same issue pricefirst Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(iii) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 2 contracts
Sources: Indenture (Progress Software Corp /Ma), Indenture (Aqua America Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Sixteen. The Securities shall rank equally and PARI PASSU and may be issued in one or more Seriesseries. There shall be established in one or more Board Resolutions or pursuant to a resolution of authority granted by one or more Board Resolutions and, subject to Section 303, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (15) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series when issued from time to time):
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series such series from all other Securities issued by the Issuerseries of Securities);
(2) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 304, 2.09305, 2.11 306, 906, 1107 or 12.31305);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the Series is series shall be payable;
(54) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrueaccrue or the method by which such date or dates shall be determined, the Interest Payment Dates on which such interest payment dates will be payable and the Regular Record Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date shall be determined, and the basis upon which such interest shall be payable andcalculated if other than that of a 360-day year of twelve 30-day months;
(5) the place or places, if any, other than or in addition to the case Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest, if any, on Securities of the series shall be payable, any Registered SecuritiesSecurities of the series may be surrendered for registration of transfer, Securities of the record dates series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices or demands to or upon the determination Company in respect of Holders to whom interest is payablethe Securities of the series and this Indenture may be served;
(6) the place period or places where the principal and interest on Securities of the Series shall be payable (if other than as provided in Section 3.02);
(7) periods within which, the price or prices at which, the period Currency or periods within which Currencies in which, and the other terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, if the Company is to have the option;
(7) the obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provision or at the option of a Holder thereof, and the period or periods within which or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;
(8) if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denominations or denominations in which any Bearer Securities of the series shall be issuable;
(9) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;
(10) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which series that shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 502 or provable in bankruptcy pursuant to Section 5.02the method by which such portion shall be determined;
(911) if other than Dollars, the obligationCurrency or Currencies in which payment of the principal of (or premium, if any) or interest, if any, of on the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund series shall be made or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(12) whether the amount of payments of principal of (or premium, if any) or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such Series amounts shall be determined;
(13) whether the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in one or more Currencies other than that in which and such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency or Currencies in which such Securities are denominated or stated to be payable and the Currency or Currencies in which such Securities are to be paid, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(14) provisions, if any, granting special rights to the Holders of Securities of the Series shall series upon the occurrence of such events as may be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationspecified;
(1015) any deletions from, modifications of or additions to the issuance Events of Default or covenants (including any deletions from, modifications of or additions to any of the provisions of Section 1006) of the Company with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(16) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or Unregistered Securities without coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the rights terms upon which Bearer Securities of the Holders to exchange Unregistered Securities series may be exchanged for Registered Securities of the Series or to exchange Registered series and vice versa (if permitted by applicable laws and regulations), whether any Securities of the Series for Unregistered series are to be issuable initially in temporary global form and whether any Securities of the Series series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series in certificated form and of like tenor of any authorized form and denomination and the circumstances under which any such exchangesexchanges may occur, if permittedother than in the manner provided in Section 305, may and, if Registered Securities of the series are to be madeissuable as a global Security, the identity of the depository for such series;
(1117) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(18) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 304;
(19) the applicability, if any, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen;
(20) if the Securities of such series are to be issuable in definitive form (whether and upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions;
(21) whether, under what circumstances and the Issuer or Parent Currency in which, the Company will pay additional amounts Additional Amounts as contemplated by Section 1004 on the Securities of the Series held by a Person series to any Holder who is not a U.S. Person United States person (including any modification to the definition of such term) in respect of taxes any tax, assessment or similar charges withheld or deducted governmental charge and, if so, whether the Issuer or Parent Company will have the option to redeem such Securities rather than pay such additional amountsAdditional Amounts (and the terms of any such option);
(1222) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities designation of the Series shall be issuableinitial Exchange Rate Agent, if any;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(1823) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series series are to be issuable in whole convertible into or in part in exchangeable for any securities of any Person (including the form of one or more Depository Securities, and, in such caseCompany), the Depository for terms and conditions upon which such Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Seriesseries will be so convertible or exchangeable; and
(2124) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this IndentureIndenture or the requirements of the Trust Indenture Act). All Securities of any one Series series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or Board Resolution (subject to Section 303) and set forth in such resolution of the Board of Directors Officers' Certificate or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Seriesseries. Each Series may be issued in If any of the terms of the Securities of any series are established by action taken pursuant to one or more Tranches. Except as provided in Board Resolutions, a copy of an appropriate record of such action(s) shall be certified by the foregoing paragraph, all Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue pricesuch series.
Appears in 2 contracts
Sources: Indenture (Deere & Co), Indenture (Deere & Co)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries, and each such series shall rank equally and pari passu with each other series, but all Securities issued hereunder shall be subordinate and junior in right of payment, to the extent and in the manner set forth in Article Sixteen, to all Senior Indebtedness. There shall be established in or pursuant to a resolution Board Resolution of the Board of Directors Company and, subject to Section 303, set forth, or an Officer Action and set forth determined in the manner provided, in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series:
(1) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the IssuerSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 304, 2.09305, 2.11 306, 906 or 12.31107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);
(3) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities or both, whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form, as Book Entry Securities, or otherwise, with or without coupons and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than 100% of their principal amount, in the percentage of their principal amount at which the Securities of the Series will be offeredmanner provided in Section 305;
(4) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 304;
(5) the date or dates on which the principal of (and premium, if any, on) the Securities of the Series series is payablepayable or the method of determination thereof;
(56) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which any such interest shall accrue, the interest payment dates Interest Payment Dates on which any such interest shall be payable and, in the case of Registered Securitiespayable, the record dates Regular Record Date for the determination of Holders any interest payable on any Registered Securities on any Interest Payment Date and whether, and under what circumstances, additional amounts with respect to whom interest is payablesuch Securities shall be payable as set forth in Section 1004;
(67) the place or places where where, subject to the provisions of Section 1002, the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided payable, any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange or conversion and notices and demands to or upon the Company in Section 3.02)respect of the Securities of the series and this Indenture may be served;
(7) 8) the right, if any, of the Company to redeem Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be so redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer Company to redeem, purchase purchase, or repay Securities of the Series whether series pursuant to any mandatory redemption, sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for denominations in which any Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchangesseries shall be issuable, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, and the denominations, which may be in Dollars, any Foreign Currency denomination or ECU, denominations in which any Bearer Securities of the Series series shall be issuable, if other than the denomination of $5,000;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(1411) the currency or currencies, or currency unit or currency units including composite currencies, in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States and the manner of determining the equivalent thereof in the currency of the United States for purposes of the definition of "Outstanding" in Section 101;
(12) if the amount of payments of principal of and any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(13) if other than the principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;
(14) if the principal of and any premium or principal and other amounts are payable with respect to interest on the Securities of the Series series are to be denominated, payable, redeemable at the election of the Company or repurchasablea Holder thereof, in a currency or currencies, including composite currencies, other than that or those in which the Securities are stated to be payable, the currency or currencies in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the case may beperiods within which and the terms and conditions upon which such election is to be made;
(15) whether the Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable issued upon original issuance in whole or in part in the form of one or more Depository Securities, Book-Entry Securities and, in such case, (a) the Depository with respect to such Book- Entry Security or Securities and (b) the circumstances under which any such Book-Entry Security may be exchanged for Securities registered in the name of, and any transfer of such SecuritiesBook-Entry Security may be registered to, a Person other than such Depository or its nominee, if other than as set forth in Section 305;
(16) if either or both of the provisions of Section 1302 or 1303 are applicable to the Securities of such series and any additional means of discharge pursuant to Section 1302 or 1303 and any additional conditions to the provisions of Section 1302 or 1303;
(17) any other Events of Default or covenants with respect to the Securities of such series; and
(18) whether the Securities of the series will be convertible into Common Stock (or cash in lieu thereof) and, if so, the terms and conditions upon which such conversion will be effected including the initial Conversion Price and any adjustments thereto in addition to or different from those set forth in Section 1504, the conversion period and other provisions in addition to or in lieu of those set forth herein;
(19) any subordination provisions with respect to the Securities of such series in addition to or in lieu of those set forth in Article Sixteen hereof; and
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this IndentureIndenture except as permitted by Section 901(5)). All Securities of any one Series series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. All Securities If any of any one Series need not be issued at the same time, and unless otherwise providedterms of the series are established by action taken pursuant to a Board Resolution, a Series may be reopened for issuances copy of additional Securities an appropriate record of such Series. Each Series may action shall be issued in one certified by the Secretary or more Tranches. Except as provided in an Assistant Secretary of the foregoing paragraph, all Securities Company and delivered to the Trustee at or prior to the delivery of a Tranche shall have the same issue date, maturity date, interest rate or method Officers' Certificate setting forth the terms of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue priceseries.
Appears in 2 contracts
Sources: Subordinated Indenture (Dynegy Capital Trust Ii), Subordinated Indenture (Dynegy Capital Trust Iii)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth forth, or determined in the manner provided, in an Officers’ Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series:
(1a) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the Issuerand which may be part of a series of Securities previously issued);
(2b) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.09Section 3.5, 2.11 Section 3.6, Section 9.6 or 12.3Section 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3c) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4d) the date or dates on which the principal of the Securities of the Series series is payablepayable or the method of determination thereof;
(5e) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the formula, method or provision pursuant to which such rate or rates are determined, the date or dates from which such interest shall accrueaccrue or the method of determination thereof, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom interest is payablepayable on any Interest Payment Date;
(6f) the place or places where where, subject to the provisions of Section 10.2, the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided payable, Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange, and notices and demands to or upon the Partnership in Section 3.02)respect of the Securities of the series and this Indenture may be served;
(7g) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerPartnership;
(h) the obligation, if any, of the Partnership to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) i) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(j) whether payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for taxes, assessments or governmental charges paid by Holders of the series;
(k) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which series that shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.025.2;
(9l) if the obligation, if any, amount of the Issuer to redeem, purchase payments of principal of and any premium or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts interest on the Securities of the Series held by a Person who is not a U.S. Person series may be determined with reference to an index, the manner in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem which such Securities rather than pay such additional amountsamounts shall be determined;
(12m) if other than denominations of $1,000 and any integral multiple thereofas applicable, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to that the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(20n) any deletions from, modifications of or additions to the application, if any, Events of either Default set forth in Section 5.1 or both the covenants of Sections 10.01(B)(ii) and 10.01(B)(iii) the Partnership set forth in Article Ten with respect to the Securities of such series;
(o) whether and under what circumstances the SeriesPartnership will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Partnership will have the option to redeem the Securities of the series rather than pay such additional amounts;
(p) if the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(q) if the Securities of the series are to be convertible into or exchangeable for any other security or property of the Partnership, including, without limitation, securities of another Person held by the Partnership or its Affiliates and, if so, the terms thereof;
(r) if other than as provided in Section 13.2 and Section 13.3, the means of Legal Defeasance or Covenant Defeasance as may be specified for the Securities of the series;
(s) if other than the Trustee, the identity of the initial Security Registrar and any initial Paying Agent;
(t) whether the Securities of the series will be guaranteed pursuant to the Securities Guarantee set forth in Article Fourteen, any modifications to the terms of Article Fourteen applicable to the Securities of such series and the applicability of any other guarantees; and
(21u) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of such Seriesseries or for the establishment of additional terms with respect to the Securities of such series. Each Series If any of the terms of the series are established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized officer or other authorized person on behalf of the Partnership and, if applicable, the Guarantors and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth, or providing the manner for determining, the terms of the series. With respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officer’s Certificate may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be issued specified in a Partnership Order or that such terms shall be determined by the Partnership and, if applicable, the Guarantors or one or more Tranches. Except as provided agents thereof designated in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, andan Officer’s Certificate, in the case of Original Issue Discount Securities, the same issue priceaccordance with a Partnership Order.
Appears in 2 contracts
Sources: Indenture (Sanchez Production Partners LP), Indenture (Sanchez Production Partners LP)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution Board Resolution of the Board of Directors Company or an Officer Action and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any Series,series, any or all of the following, as applicable:
(1a) the title of the Securities of the Series (series, which title shall distinguish the Securities of that series from the Series from Securities of all other Securities issued by the Issuer)series;
(2b) any limit upon the aggregate principal amount of the Securities of the Series that may series to be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate principal amount after the initial issuance of the Securities of that series (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities of the Series that series pursuant to Sections 2.08, 2.09, 2.11 or 12.3hereto);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4c) the date or dates on which the principal Principal of the Securities of the Series is series shall be payable;
(5d) the percentage of the aggregate principal amount of the Securities of the series at which the Securities shall be issued and whether the Securities will be Original Issue Discount Securities and any special tax considerations relating thereto;
(i) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, ) per annum at which the Securities of the Series series shall bear interest, if any, (ii) the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, in the case of Registered Securities, the and on which a record dates shall be taken for the determination of Holders to whom interest is payable, and/or (iii) the method by which such rate or rates or date or dates shall be determined;
(6f) the place or places where the principal and interest on Securities of the Series shall be payable (if other than as provided in Section 3.02)4.02, the place or places where (i) the Principal of, interest on and any Additional Amounts in respect of Securities of the series shall be payable, (ii) any Securities of the series may be surrendered for transfer or exchange, and (iii) notices or demands to or upon the Company and the Guarantor in respect of the Securities of the series and this Indenture may be served;
(7g) the price or prices at whichright, if any, of the period or periods within which and the terms and conditions upon which Company to redeem Securities of the Series may be redeemedseries, in whole or in part, at its option and the option period or periods within which, the price or prices at which and any terms and conditions upon which Securities of the Issuerthat series may be so redeemed, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9h) the obligation, if any, of the Issuer Company to redeem, purchase or repay Securities of the Series whether series pursuant to any mandatory redemption, sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and any of the terms and conditions upon which Securities of the Series that series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12i) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, denominations in which Securities of the Series series shall be issuable;
(13j) if other than the form entire principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the maturity thereof;
(k) if other than Dollars, the currency or forms thereof currencies in which payment of the Principal of or interest on or any Additional Amounts in respect of Securities of the series shall be payable or in which Securities of that series shall be denominated, and any other terms and conditions relating thereto;
(l) if Unregistered other than the currency in which the Securities of the series are denominated, the currency in which payment of the Principal of or interest on the Securities of the series shall be payable or if the amount of payments of Principal of and/or interest on the Securities of that series may be determined with reference to an index based on a currency other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(m) if payment of the Principal of and Registered interest on the Securities of the series shall be payable in currency or currencies other than Dollars, the manner in which any such currency shall be valued against other currencies in which any other Securities shall be payable;
(n) whether and under what circumstances the Company will pay Additional Amounts on the Securities of the series in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(o) if the Securities of the series are to be issuable in such Series), including such legends as required by law definitive form (whether upon original issue or as the Issuer deems necessary upon exchange of a temporary Security of that series) only upon receipt of certain certificates or appropriateother documents or satisfaction of other conditions, the form and terms of any coupons such certificates, documents or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securitiesconditions;
(14p) any trustees, depositaries, Authenticating Agents, Paying Agents, transfer agents or the currency Registrar or currencies, or currency unit or currency units in which payments of interest or principal and any other amounts are payable Agents with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may beseries;
(15q) whether provisions, if any, for the defeasance of the Securities of the Series series (including provisions permitting defeasance of less than all Securities of the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination of the foregoing) the provisions of Article Nine;
(r) if the Securities of the series are issuable in Trancheswhole or in part as one or more Global Securities, the identity of the Depositary for such Global Security or Securities;
(16s) whetherany deletions from, and under what circumstances, modifications of or additions to the Securities Events of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating Default or Paying Agents, transfer agents or registrars or any other agents covenants with respect to the Securities of such Series;the series; and
(18t) if the Securities any other terms of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Series; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical identical, except as to date and denomination, except as provided in the immediately succeeding paragraph, case of any Periodic Offering and except as may otherwise be provided in by or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same time, time and unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series. Each Series may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution or in one any such indenture supplemental hereto, and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or more Tranches. Except as provided in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue pricesupplemental indenture.
Appears in 2 contracts
Sources: Indenture (Glaxosmithkline PLC), Indenture (Glaxosmithkline Capital Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which that may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution and (subject to SECTION 3.03) set forth in an Officers’ ' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any Series,series:
(1) the title of the Debt Securities of the Series series (which title shall distinguish the Debt Securities of the Series such series from all other Securities issued by the Issuerseries of Debt Securities);
(2) any limit the limit, if any, upon the aggregate principal amount of the Debt Securities of the Series series that may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the Series such series pursuant to Sections 2.08SECTIONS 3.04, 2.093.05, 2.11 3.06, 10.06 or 12.312.07);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates on which or periods during which the Debt Securities of the series may be issued, and the date or dates, (or the method of determination thereof) on which the principal of (and premium, if any, on) the Debt Securities of such series are or may be payable (which, if so provided in such Board Resolution or supplemental indenture may be determined by the Company from time to time and set forth in the Debt Securities of the Series is payableseries issued from time to time);
(54) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, ) at which the Debt Securities of the Series series shall bear interest, if any, and the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in such Board Resolution or supplemental indenture may be determined by the Company from time to time and set forth in the Debt Securities of the series issued from time to time), the interest payment dates Interest Payment Dates on which such interest shall be payable or the method of determination thereof), and the Regular Record Dates for the interest payable on such Interest Payment Dates and, in the case of Registered Floating Rate Securities, the record dates for notice, if any, to Holders regarding the determination of Holders interest and the manner of giving such notice, and the extent to whom which, or the manner in which, any interest is payable on any Global Note on an Interest Payment Date will be paid if other than in the manner provided in SECTION 3.07;
(5) the place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee, where the principal of (and premium, if any) and interest on Debt Securities of the series shall be payable;
(6) the place obligation, if any, of the Company to redeem or places where the principal and interest on purchase Debt Securities of the Series series pursuant to any sinking fund or analogous provisions or at the option of the Holder and the period or periods within which or the dates on which, the prices at which and the terms and conditions upon which Debt Securities of the series shall be payable (if other than as provided redeemed, repaid or purchased, in Section 3.02)whole or in part, pursuant to such obligation;
(7) the period or periods within which or the date or dates on which, the price or prices at whichwhich and the terms and conditions upon which Debt Securities of the series may be redeemed, if any, in whole or in part, at the option of the Company or otherwise;
(8) if the coin or Currency in which the Debt Securities shall be issuable is in Dollars, the denominations of such Debt Securities if other than denominations of $1,000 and any integral multiple thereof (except as provided in SECTION 3.04);
(9) whether the Debt Securities of the series are to be issued as Discount Securities and the amount of discount with which such Debt Securities may be issued and, if other than the principal amount thereof, the portion of the principal amount of, Debt Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to SECTION 5.02;
(10) provisions, if any, for the defeasance of Debt Securities of the series:
(11) If other than Dollars, the Foreign Currency or Currencies in which Debt Securities of the series shall be denominated, or in which payment of the principal of (and/or premium, if any) and/or interest on the Debt Securities of the series may be made, and the particular provisions applicable thereto and, if applicable, the amount of Debt Securities of the series which entitles the Holder of a Debt Security of the series or proxy to one vote for purposes of SECTION 8.05;
(12) if the principal of (and premium, if any) or interest on Debt Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a Currency other than that in which the Debt Securities are denominated or payable without such election, in addition or in lieu of the provisions of SECTION 3.10, the period or periods within which and the terms and conditions upon which Securities of the Series such election may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;
(8) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02;
(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof made and the price time and the manner of determining the exchange rate or prices in rates between the currency Currency or currency unit Currencies in which the Debt Securities of are denominated or payable without such Series are payable, at which election and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, Currencies in which the Debt Securities of the Series shall are to be issuablepaid if such election is made;
(13) the form date as of which any global Debt Security representing any Outstanding Debt Securities of the Securities (or forms thereof if Unregistered and Registered Securities series shall be issuable in such Series), including such legends as required by law or as dated if other than the Issuer deems necessary or appropriate, date of original issuance of the form first Debt Security of any coupons or temporary global security which may the series to be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securitiesissued;
(14) if the currency or currencies, or currency unit or currency units in which amount of payments of principal of (and premium, if any) or interest or principal and other amounts are payable with respect to on the Debt Securities of the Series are series may be determined with reference to be denominatedan index including, but not limited to, an index based on a Currency or Currencies other than that in which the Debt Securities axe denominated or payable, redeemable or repurchasableany other type of index, as the case may bemanner in which such amounts shall be determined;
(15) whether if the Debt Securities of the Series series are issuable denominated or payable in Tranchesa Foreign Currency, any other terms concerning the payment of principal of (and premium, if any) or any interest on such Debt Securities (including the Currency or Currencies of payment thereof);
(16) whether, and under what circumstances, the Securities designation of any Series shall be convertible into Securities of any other Seriesthe original Currency Determination Agent;
(17) the applicable Overdue Rate, if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Seriesany;
(18) if the Debt Securities of such Series the series do not bear interest, the applicable dates for purposes of Section 4.01 hereofSECTION 3.12(A) of the Trust Indenture Act;
(19) any addition to, or modification or deletion of, any Events of Default or covenants provided for with respect to Debt Securities of the series;
(20) whether the Debt Securities of such Series are to the series shall be issuable issued in whole or in part in the form of one or more Depository Securities, Global Notes and, in such case, the Depository Depositary for such Securities;
(20) the application, if any, of either Global Note or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the SeriesNotes; and
(21) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Debt Securities of any one Series series shall be substantially identical except as to denomination, except rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, which, as set forth above, may be determined by the Company from time to time as to Debt Securities of a series if so provided in or established pursuant to the immediately succeeding paragraphauthority granted in a Board Resolution or in any such indenture supplemental hereto, and except as may otherwise be provided in or pursuant to such Officer Action or Board Resolution and (subject to SECTION 3.03) set forth in such resolution of the Board of Directors Officers' Certificate, or in any such indenture supplemental hereto. All Debt Securities of any one Series series need not be issued at the same time, and unless otherwise provided, a Series series may be reopened for issuances issuance of additional Debt Securities of such Seriesseries. Each Series may be issued in one or more Tranches. Except as provided in If any of the foregoing paragraph, all Securities terms of a Tranche series of Debt Securities is established in or pursuant to a Board Resolution, a copy of such Board Resolution shall have be certified by the same issue date, maturity date, interest rate Secretary or method an Assistant Secretary of determining interest, redemption the Company and repayment provisions, interest payment dates, and, in delivered to the case Trustee at or prior to the delivery of Original Issue Discount Securities, the same issue priceOfficers' Certificate setting forth the terms of the series.
Appears in 2 contracts
Sources: Indenture (Hca Inc/Tn), Indenture (Hca Inc/Tn)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution, and set forth forth, or determined in the manner provided, in an Officers’ Officer's Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series:
(1a) the title of the Securities of the Series series (which title shall distinguish the Securities of the Series series from all other Securities issued by the Issuerand which may be part of a series of Securities previously issued);
(2b) any limit upon the aggregate principal amount of the Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 3.4, 2.09Section 3.5, 2.11 Section 3.6, Section 9.6 or 12.3Section 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(3c) the Person to whom any interest on a Security of the series shall be payable, if other than 100% the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of their principal amount, business on the percentage of their principal amount at which the Securities of the Series will be offeredRegular Record Date for such interest;
(4d) the date or dates on which the principal of the Securities of the Series series is payablepayable or the method of determination thereof;
(5e) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the formula, method or provision pursuant to which such rate or rates are determined, the date or dates from which such interest shall accrueaccrue or the method of determination thereof, the interest payment dates Interest Payment Dates on which such interest shall be payable and, in and the case of Registered Securities, the record dates Regular Record Date for the determination of Holders to whom interest is payablepayable on any Interest Payment Date;
(6f) the place or places where where, subject to the provisions of Section 10.2, the principal of and any premium and interest on Securities of the Series series shall be payable (if other than as provided payable, Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange, and notices and demands to or upon the Partnership in Section 3.02)respect of the Securities of the series and this Indenture may be served;
(7g) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerPartnership;
(h) the obligation, if any, of the Partnership to redeem or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) i) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;
(j) whether payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for taxes, assessments or governmental charges paid by Holders of the series;
(k) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.025.2;
(9l) if the obligation, if any, amount of the Issuer to redeem, purchase payments of principal of and any premium or repay Securities of the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of such Series are payable, at which and the period or periods within which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts interest on the Securities of the Series held by a Person who is not a U.S. Person series may be determined with reference to an index, the manner in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem which such Securities rather than pay such additional amountsamounts shall be determined;
(12m) if other than denominations of $1,000 and any integral multiple thereofas applicable, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to that the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series do not bear interest, the applicable dates for purposes of Section 4.01 hereof;
(19) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, Global Securities and, in such case, the Depository Depositary or Depositaries for such SecuritiesGlobal Security or Global Securities and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered;
(20n) any deletions from, modifications of or additions to the application, if any, Events of either Default set forth in Section 5.1 or both the covenants of Sections 10.01(B)(ii) and 10.01(B)(iii) the Partnership set forth in Article Ten with respect to the Securities of such series;
(o) whether and under what circumstances the SeriesPartnership will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Partnership will have the option to redeem the Securities of the series rather than pay such additional amounts;
(p) if the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(q) if the Securities of the series are to be convertible into or exchangeable for any other security or property of the Partnership, including, without limitation, securities of another Person held by the Partnership or its Affiliates and, if so, the terms thereof;
(r) if other than as provided in Section 13.2 and Section 13.3, the means of Legal Defeasance or Covenant Defeasance as may be specified for the Securities of the series;
(s) if other than the Trustee, the identity of the initial Security Registrar and any initial Paying Agent;
(t) whether the Securities of the series will be guaranteed pursuant to the Securities Guarantee set forth in Article Fourteen, any modifications to the terms of Article Fourteen applicable to the Securities of such series and the applicability of any other guarantees; and
(21u) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officer's Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of such Seriesseries or for the establishment of additional terms with respect to the Securities of such series. Each Series If any of the terms of the series are established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized officer or other authorized person on behalf of the Partnership and, if applicable, the Guarantors and delivered to the Trustee at or prior to the delivery of the Officer's Certificate setting forth, or providing the manner for determining, the terms of the series. With respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officer's Certificate may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be issued specified in a Partnership Order or that such terms shall be determined by the Partnership and, if applicable, the Guarantors or one or more Tranches. Except as provided agents thereof designated in the foregoing paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, andan Officer's Certificate, in the case of Original Issue Discount Securities, the same issue priceaccordance with a Partnership Order.
Appears in 2 contracts
Sources: Indenture (Cheniere Energy Partners, L.P.), Indenture (Cheniere Energy Partners, L.P.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which that may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more Seriesseries. There shall be established in or pursuant to a resolution of the Board of Directors or an Officer Action Resolution and (subject to Section 3.3) set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any Series,series:
(1a) the The title of the Debt Securities of the Series series, including CUSIP numbers (which title shall distinguish the Debt Securities of the Series such series from all other Securities issued by the Issuerseries of Debt Securities);
(2b) The aggregate principal amount of such series of Debt Securities and any limit upon on the aggregate principal amount of the Debt Securities of the Series that series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the Series such series pursuant to Sections 2.083.4, 2.093.5, 2.11 3.6, 11.6 or 12.313.7);
(3c) if other than 100% of their principal amount, the The percentage of their the principal amount at which the Debt Securities of such series will be issued and, if other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity or upon redemption thereof or the method by which such portion shall be determined;
(d) The date or dates on which, or periods during which, the Debt Securities of the Series will series may be offered;
(4) issued, and the date or dates or the method by which such date or dates will be determined, on which the principal of (and premium, if any, on) the Debt Securities of such series are or may be payable (which, if so provided in such Board Resolution or supplemental indenture, may be determined by the Company from time to time as set forth in the Debt Securities of the Series is payableseries issued from time to time);
(5e) the The rate or rates (which may be fixed or variable), or the method or methods of determination thereof, ) at which the Debt Securities of the Series series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest, if any, shall accrue or the method by which such date or dates shall be determined (which, in either case or both, if so provided in such Board Resolution or supplemental indenture, may be determined by the Company from time to time and set forth in the Debt Securities of the series issued from time to time) and the circumstances, if any, in which the Company may defer interest shall accrue, payments; and the interest payment dates Interest Payment Dates on which such interest shall be payable and(or the method of determination thereof), in and the case of Registered SecuritiesRegular Record Dates, if any, for the record dates for interest payable on such Interest Payment Dates and the notice, if any, to holders regarding the determination of Holders interest, the manner of giving such notice, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and any conditions or contingencies as to whom the payment of interest is payablein cash or otherwise, if any;
(6f) the The place or places places, if any, in addition to or instead of the Corporate Trust Office of the applicable Trustee where the principal of (and premium, if any) and interest on Debt Securities of the Series series shall be payable (and where such Debt Securities may be surrendered for conversion or registration of transfer or exchange; the extent to which, or the manner in which, any interest payable on any Global Note on an Interest Payment Date will be paid, if other than in the manner provided in Section 3.7; the extent, if any, to which the provisions of the last sentence of Section 12.1 shall apply to the Debt Securities of the series; and the manner in which any principal of, or premium, if any, on, any Global Note will be paid, if other than as provided in Section 3.02)set forth elsewhere herein and whether any Global Note will require any notation to evidence payment of principal or interest;
(7g) The obligation, if any, of the price Company to redeem, repay, purchase or prices offer to purchase Debt Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or upon other conditions or at which, the option of the holder thereof and the period or periods within which or the dates on which, the prices at which and the terms and conditions upon which the Debt Securities of the Series series shall be redeemed, repaid, purchased or offered to be purchased, in whole or in part, pursuant to such obligation;
(h) The right, if any, of the Company to redeem the Debt Securities of such series at its option and the period or periods within which, or the date or dates on which, the price or prices at which, and the terms and conditions upon which, such Debt Securities may be redeemed, if any, in whole or in part, at the option of the Issuer, pursuant to any sinking fund Company or otherwise;
(8) i) The denominations of such Debt Securities if other than denominations of $1,000 and any integral multiple thereof (except as provided in Section 3.4);
(j) Whether the Debt Securities of the series are to be issued as Discount Securities and the amount of discount with which such Debt Securities may be issued and, if other than the principal amount thereof, the portion of the principal amount of Debt Securities of the Series series which shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.025.2;
(9k) the obligationAdditional provisions, if any, for the defeasance or discharge of certain of the Issuer Company’s obligations with respect to redeem, purchase or repay Debt Securities of the Series whether pursuant to series, which provisions may be in addition to, or in substitution for, or in modification of (or any sinking fund combination of the foregoing), the provisions of the Indenture;
(l) Whether provisions for payment of additional amounts or analogous tax redemptions shall apply and, if such provisions or pursuant to shall apply, such provisions;
(m) The date as of which any Debt Securities of the series shall be dated, if other provisions than as set forth therein in Section 3.3;
(n) If the amount of payments of principal of (and premium, if any) or at interest on the option Debt Securities of the series may be determined with reference to an index, including, but not limited to, an index based on a Holder thereof and the price Currency or prices in the currency or currency unit Currencies other than that in which the Debt Securities of such Series are denominated or payable, at or any other type of index, the manner in which and such amounts shall be determined;
(o) The applicable Overdue Rate, if any;
(p) If the period or periods within which and the terms and conditions upon which Debt Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
(10) the issuance as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(11) whether and under what circumstances the Issuer or Parent will pay additional amounts on the Securities of the Series held by a Person who is not a U.S. Person in respect of taxes or similar charges withheld or deducted and, if so, whether the Issuer or Parent will have the option to redeem such Securities rather than pay such additional amounts;
(12) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities of the Series shall be issuable;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(18) if the Securities of such Series series do not bear interest, the applicable dates for purposes of Section 4.01 hereof7.1;
(19q) whether the Any addition to, or modification or deletion of, any Event of Default or covenant provided for in this Indenture with respect to Debt Securities of such Series are to the series;
(r) Whether the Debt Securities of the series shall be issuable issued in whole or in part in the form of one or more Depository Securities, Global Notes and, in such case, the Depository U.S. Depositary or any Common Depositary for such SecuritiesGlobal Note or Notes; and the manner in which and the circumstances under which Global Notes representing Debt Securities of the series may be exchanged for Debt Securities in definitive form, if other than, or in addition to, the manner and circumstances specified in Section 3.4(c);
(20s) the applicationThe designation, if any, of either any depositaries, trustees (other than the Trustee), Paying Agents, Authenticating Agents, Conversion Agents, Security Registrars (other than the Trustee) or both of Sections 10.01(B)(ii) and 10.01(B)(iii) other agents with respect to the Debt Securities of such series;
(t) If the SeriesDebt Securities of such series will be issuable in definitive form only upon receipt of certain certificates or other documents or upon satisfaction of certain conditions, the form and terms of such certificates, documents or conditions;
(u) Whether the Debt Securities of such series will be convertible into shares of Common Stock or other securities or property of the Company, and, if so, the terms and conditions, which may be in addition to or in lieu of the provisions contained in this Indenture, upon which such Debt Securities will be so convertible, including the conversion price and the conversion period;
(v) The portion of the principal amount of the Debt Securities which will be payable upon declaration of acceleration of the maturity thereof, if other than the principal amount thereof;
(w) The terms, if any, on which the Debt Securities of such series will be subordinate to other debt of the Company;
(x) Any listing or intended listing of the Debt Securities on a securities exchange.
(y) The provisions, if any, relating to any security provided for the Debt Securities of such series;
(z) The provisions, if any, relating to any guarantees of the Debt Securities; and
(21aa) any Any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with series including without limitation provisions governing forms of such series and authentication requirements, except for provisions mandated by the provisions of this Indenture)TIA. All Debt Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or Board Resolution and (subject to Section 3.3) set forth in such resolution of the Board of Directors Officers’ Certificate, or in any such indenture supplemental hereto. All Debt Securities of any one Series series need not be issued at the same time, and unless otherwise provided, a Series series may be reopened for issuances issuance of additional Debt Securities of such Seriesseries. Each Series may be issued in one or more Tranches. Except as provided in If any of the foregoing paragraph, all Securities terms of a Tranche series of Debt Securities is established in or pursuant to a Board Resolution, a copy of such Board Resolution shall have be certified by the same issue date, maturity date, interest rate Secretary or method an Assistant Secretary of determining interest, redemption the Company and repayment provisions, interest payment dates, and, in delivered to the case Trustee at or prior to the delivery of Original Issue Discount Securities, the same issue priceOfficers’ Certificate setting forth the terms of the series.
Appears in 2 contracts
Sources: Indenture (Pinnacle Entertainment Inc), Indenture (Pinnacle Entertainment Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Seriesseries as Registered Securities and shall be designated as Senior Securities or Subordinated Securities. Senior Securities are unsubordinated, shall rank equally and pari passu with all of the Company’s other Senior Indebtedness and senior to all of the Company’s Subordinated Indebtedness. Subordinated Securities shall rank junior to the Company’s Senior Indebtedness and equally and pari passu with all of the Company’s other Subordinated Indebtedness. There shall be established in one or more Board Resolutions or pursuant to a resolution of authority granted by one or more Board Resolutions and, subject to Section 303, set forth, or determined in the Board of Directors or an Officer Action and set forth manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series,series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (15) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series when issued from time to time):
(1) the title of the Securities of the Series series including CUSIP numbers (which title shall distinguish the Securities of the Series such series from all other Securities issued by the Issuerseries of Securities);
(2) any limit upon the aggregate principal amount of the Securities of the Series series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series series pursuant to Sections 2.08Section 304, 2.09305, 2.11 306, 906, 1107 or 12.31305, and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);
(3) if other than 100% of their principal amount, the percentage of their principal amount at which the Securities of the Series will be offered;
(4) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the Series is series shall be payable;
(54) the rate or rates (which may be fixed or variable), or the method or methods of determination thereof, at which the Securities of the Series series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrueaccrue or the method by which such date or dates shall be determined, the Interest Payment Dates on which such interest payment dates will be payable and the Regular Record Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date shall be determined, the basis upon which such interest shall be payable andcalculated if other than that of a 360-day year of twelve 30-day months;
(5) the place or places, if any, other than or in addition to the case Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest, if any, on Securities of the series shall be payable, any Registered SecuritiesSecurities of the series may be surrendered for registration of transfer, Securities of the record dates series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices or demands to or upon the determination Company in respect of Holders to whom interest is payablethe Securities of the series and this Indenture may be served;
(6) the place period or places where periods within which, or the principal and interest date or dates on Securities of the Series shall be payable (if other than as provided in Section 3.02);
(7) which, the price or prices at which, the period Currency or periods within which Currencies in which, and the other terms and conditions upon which Securities of the Series series may be redeemed, in whole or in part, at the option of the IssuerCompany, if the Company is to have the option;
(7) the obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund or otherwiseanalogous provision or at the option of a Holder thereof, and the period or periods within which or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;
(8) if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable;
(9) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;
(10) if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which series that shall be payable upon declaration of acceleration of the maturity Maturity thereof pursuant to Section 5.01 502, upon redemption of the Securities of the series which are redeemable before their Stated Maturity, upon surrender for repayment at the option of the Holder, or provable in bankruptcy which the Trustee shall be entitled to claim pursuant to Section 5.02504 or the method by which such portion shall be determined;
(911) if other than Dollars, the obligationCurrency or Currencies in which payment of the principal of (or premium, if any) or interest, if any, of on the Issuer to redeem, purchase or repay Securities of the Series whether pursuant to any sinking fund series shall be made or analogous provisions or pursuant to other provisions set forth therein or at the option of a Holder thereof and the price or prices in the currency or currency unit in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(12) whether the amount of payments of principal of (or premium, if any) or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such Series amounts shall be determined;
(13) whether the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in one or more Currencies other than that in which and such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency or Currencies in which such Securities are denominated or stated to be payable and the Currency or Currencies in which such Securities are to be paid, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(14) provisions, if any, granting special rights to the Holders of Securities of the Series shall series upon the occurrence of such events as may be redeemed, purchased or repaid, in whole or in part, pursuant to such obligationspecified;
(1015) any deletions from, modifications of or additions to the issuance as Registered Securities Events of Default or Unregistered Securities covenants (including any deletions from, modifications of or both, and the rights additions to any of the Holders provisions of Section 1006) of the Company with respect to exchange Unregistered Securities for Registered Securities of the Series series, whether or to exchange Registered not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(16) whether any Securities of the Series for Unregistered series are to be issuable initially in temporary global form and whether any Securities of the Series series are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series in certificated form and of like tenor of any authorized form and denomination and the circumstances under which any such exchangesexchanges may occur, if permittedother than in the manner provided in Section 305, and the circumstances under which and the place or places where such exchanges may be mademade and if Securities of the series are to be issuable as a global Security, the identity of the depository for such series;
(1117) the date as of which any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(18) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid; and the extent to which, or the manner in which, any interest payable on a permanent global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 307;
(19) the applicability, if any, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen;
(20) if the Securities of such series are to be issuable in definitive form (whether and upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions;
(21) whether, under what circumstances and the Issuer or Parent Currency in which, the Company will pay additional amounts Additional Amounts as contemplated by Section 1004 on the Securities of the Series held by a Person series to any Holder who is not a U.S. Person United States person (including any modification to the definition of such term) in respect of taxes any tax, assessment or similar charges withheld or deducted governmental charge and, if so, whether the Issuer or Parent Company will have the option to redeem such Securities rather than pay such additional amountsAdditional Amounts (and the terms of any such option);
(1222) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars, any Foreign Currency or ECU, in which Securities designation of the Series shall be issuableinitial Exchange Rate Agent, if any;
(13) the form of the Securities (or forms thereof if Unregistered and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Issuer deems necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any certificates which may be required hereunder or which the Issuer may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(14) the currency or currencies, or currency unit or currency units in which payments of interest or principal and other amounts are payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(15) whether Securities of the Series are issuable in Tranches;
(16) whether, and under what circumstances, the Securities of any Series shall be convertible into Securities of any other Series;
(17) if other than the Trustee, any trustees, authenticating or Paying Agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(1823) if the Securities of such Series do not bear interestthe series are to be issued upon the exercise of warrants, the applicable dates time, manner and place for purposes of Section 4.01 hereofsuch Securities to be authenticated and delivered;
(1924) whether the Securities of such Series are to be issuable in whole or in part in the form of one or more Depository Securities, and, in such case, the Depository for such Securities;
(20) the application, if any, of either or both of Sections 10.01(B)(ii) and 10.01(B)(iii) to the Securities of the Seriesseries are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;
(25) if the Securities of the series are to be secured, the terms and conditions upon which such Securities will be so secured;
(26) the appointment of any calculation agent, foreign currency exchange agent or other additional agents;
(27) if the Securities of the series are to be listed on a securities exchange, the name of such exchange may be indicated; and
(2128) any other terms or conditions upon which the Securities of the Series are to be issued series (which terms shall not be inconsistent with the provisions of this IndentureIndenture or the requirements of the Trust Indenture Act). All Securities of any one Series series shall be substantially identical except as to denomination, except as provided in the immediately succeeding paragraph, denomination and except as may otherwise be provided in or pursuant to such Officer Action or such resolution of the Board of Directors Resolution referred to above (subject to Section 303) and set forth in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one Series series need not be issued at the same timetime and, and unless otherwise provided, a Series series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such Seriesseries. Each Series may be issued in If any of the terms of the Securities of any series are established by action taken pursuant to one or more Tranches. Except as provided in Board Resolutions, a copy of an appropriate record of such action(s) shall be certified by the foregoing paragraph, all Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the Securities of a Tranche shall have the same issue date, maturity date, interest rate or method of determining interest, redemption and repayment provisions, interest payment dates, and, in the case of Original Issue Discount Securities, the same issue pricesuch series.
Appears in 2 contracts
Sources: Indenture (CM Finance Inc), Indenture (FIDUS INVESTMENT Corp)