AUTHORIZATION OF SERIES A FACILITY AMOUNT AND ISSUANCE OF SERIES A NOTES Sample Clauses

AUTHORIZATION OF SERIES A FACILITY AMOUNT AND ISSUANCE OF SERIES A NOTES. The Borrower hereby requests and authorizes the issuance, authentication and delivery under this Agreement of Series A Notes in the aggregate principal amount of $10,000,000, said Series A Notes to be dated November 9, 1994. The Series A Notes shall be executed substantially in the form and in the manner hereinabove set forth and shall be deposited with the Paying Agent for authentication, but before the Series A Notes shall be delivered by the Paying Agent, there shall be filed or deposited with the Trustee the following: (1) a copy, certified by the secretary or assistant secretary of the Borrower of a resolution of the board of directors or executive committee of the board of directors of the Borrower, authorizing (I) the execution and delivery of this Agreement, (II) the execution, delivery, issuance and sale of Series A Notes in an aggregate principal amount not to exceed the Series A Facility Amount, and (III) the use by the Placement Agent and the Remarketing Agent of the Offering Memorandum; (2) the Series A Letter of Credit, in an amount not less than $10,145,833, representing the Series A Facility Amount plus 35 days' interest on such amount computed at the Maximum Rate on the basis of actual number of days elapsed in a year of 360 days; (3) original executed counterparts of this Agreement, the Placement Agreement and the Remarketing Agreement; (4) an executed copy of the Reimbursement Agreement, certified by the Secretary of the Borrower to be a true, correct and complete copy of the original thereof; (5) the written opinion of Whit▇▇▇ ▇▇▇ed Abbo▇▇ & ▇org▇▇, ▇▇unsel to the Borrower, addressed to the Trustee, the Bank, the Placement Agent and the Remarketing Agent, to the effect that (I) the issuance of the Series A Notes has been duly authorized by the Borrower, (II) the Series A Notes have been duly executed and delivered by the Borrower, (III) this Agreement is enforceable and of binding effect against the Borrower in accordance with its terms under State law, (IV) the Remarketing Agreement and the Placement Agreement are enforceable against the Borrower in accordance with their respective terms assuming the law of the state of North Carolina is identical State law, (V) nothing has come to their attention that would lead them to believe that the information concerning the Borrower contained in the Offering Memorandum contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements mad...
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Related to AUTHORIZATION OF SERIES A FACILITY AMOUNT AND ISSUANCE OF SERIES A NOTES

  • Designation Amount and Issue of Notes The Notes shall be designated as “3.00% Convertible Senior Subordinated Notes due 2024”. Notes not to exceed the aggregate principal amount of $200,000,000 (except pursuant to Sections 2.05, 2.06, 3.05, 3.06 and 15.02 hereof) upon the execution of this Indenture, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer, its Chief Operating Officer, any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”), its Treasurer, its Secretary or any Assistant Secretary, without any further action by the Company hereunder.

  • Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations The aggregate principal amount of the Certificates that may be authenticated and delivered under this Agreement is limited to the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this Agreement, except for Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates pursuant to Section 5.03. Such aggregate principal amount shall be allocated among one or more Classes having designations, types of interests, initial per annum Certificate Interest Rates, initial Class Principal Balances and Final Maturity Dates as specified in the Preliminary Statement to this Agreement. The aggregate Percentage Interest of each Class of Certificates of which the Class Principal Balance equals zero as of the Cut-Off Date that may be authenticated and delivered under this Agreement is limited to 100%. Certificates shall be issued in Authorized Denominations.

  • Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in Sections 5.8.1 [Increased Costs Generally] or 5.

  • Designation, Amount and Par Value The series of preferred stock shall be designated as the Series D 5% Convertible Preferred Stock (the "Preferred Stock"), and the number of shares so designated and authorized shall be Three Thousand (3,000). Each share of Preferred Stock shall have a par value of $0.0001 per share and a stated value of $1,000 per share (the "Stated Value").

  • Optional Conversion of Revolving Credit Advances The Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.07 and 2.11(a), Convert all Revolving Credit Advances of one Type comprising the same Borrowing into Revolving Credit Advances of the other Type (it being understood that such Conversion of a Revolving Credit Advance or of its Interest Period does not constitute a repayment or prepayment of such Revolving Credit Advance); provided, however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Revolving Credit Advances shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall be substantially in the form of Exhibit H hereto, and shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Revolving Credit Advances to be Converted, and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for each such Eurodollar Rate Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower.