Designation of the Securities Sample Clauses

Designation of the Securities. The Equipment Note Guarantee shall be Designated Senior Indebtedness (as defined in the Convertible Notes Indenture) for the purposes of the Convertible Notes Indenture.
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Designation of the Securities. (a) The Securities shall consist of one or more Series, with each Series consisting of one or more Subclasses of one or more Classes. The designation and terms of each Subclass of any additional Classes of Securities shall be provided for in one or more Trust Agreement Supplements. Subject to Section 3.23, the Trustee shall execute, and shall cause the Certificate Registrar to authenticate and deliver, to or upon the order of the Depositor on the Closing Date, and to or upon the order of the Person indicated in the related Trust Agreement Supplement in respect of any Additional Securities, the Securities in authorized denominations evidencing the entire ownership of the Trust Fund, as from time to time may be increased by a Trust Agreement Supplement to reflect any Mortgage Loan Increase. (b) Each Subclass of Securities shall have a Subclass Principal Balance as provided for in one or more Trust Agreement Supplements. On each Distribution Date, the principal balance of each Subclass of Securities shall be permanently reduced by the amount of any distributions of principal made in respect of such Subclass of Securities on such Distribution Date pursuant to Section 4.01(a) and any Realized Losses allocated to such Subclass on such Distribution Date pursuant to Section 4.04 and shall not otherwise be increased or decreased; provided that the principal balance of each Subclass of Securities shall equal the principal balance of the Corresponding Component, without regard to any reduction in principal or modification of the Mortgage Loan’s payment terms following any bankruptcy, default and foreclosure or similar action or agreed to by the Servicer. (c) Each Security shall accrue interest during each Security Interest Accrual Period at the applicable Pass-Through Rate on the Security Principal Balance of such Security outstanding immediately prior to the related Distribution Date. Interest on each Subclass of Securities shall be calculated on a 30/360 Basis, deeming, for purposes of the calculation, that for each Security Interest Accrual Period each Distribution Date to be on the fifteenth of each month (and therefore each period from Distribution Date to Distribution Date is deemed to be 30 days, except for the first such period). In addition, any accrued and unpaid interest on any Security that is not distributed to the Holder thereof on the Distribution Date immediately following the related Security Interest Accrual Period shall accrue interest during each ...
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Designation of the Securities. (a) The Securities to be issued hereunder will be issued in (i) one (1) Subclass hereby designated as the “Series 2023-1A Securities” and (ii) in one (1) Subclass hereby designated as the “Series 2023-1R Securities.” Upon execution of this Trust Agreement Supplement, subject to Section 3.23 of the Trust Agreement, the Trustee shall, upon written direction of the Depositor, execute, and cause the Certificate Registrar to authenticate and deliver to the Initial Purchasers on the date hereof, the Series 2023-1 Securities in authorized denominations. (b) Each Subclass of the Series 2023-1 Securities shall have the initial Subclass Principal Balance and ratings set forth opposite such Subclass in the following table: Subclass of Series 2023-1 Securities Initial Subclass Principal Balance Ratings (Moody’s/Fitch) (c) Each Subclass of the Series 2023-1 Securities shall have the “Pass-Through Rate” set forth opposite such Subclass in the following table: Subclass of Series 2023-1 Securities Pass-Through Rate Section 2.02 Form of Series 2023-1 Securities. The Series 2023-1A Securities shall be in substantially the form set forth in Schedule I hereto. The Series 2023-1R Securities shall be in substantially the form set forth in Schedule II hereto and shall initially be issued in the form of a Definitive Security.
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Designation of the Securities. The Securities shall be Designated Senior Indebtedness (as defined in the Convertible Notes Indenture) for the purposes of the Convertible Notes Indenture.
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Related to Designation of the Securities

  • Authorization of the Securities The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

  • Terms of the Securities The Securities have the “Terms” as set out in these Issue Terms, which will complete and modify (i) the Bearer Securities Base Conditions Module, July 2016 Edition and (ii) the General Definitions Module, July 2016 Edition (the “General Definitions Module”), both of which are incorporated by reference into these Issue Terms (together, the “Conditions”) and are set out in full in the Information Memorandum.

  • Issuance of the Securities The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

  • Purchase of the Securities On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

  • Purchase of the Securities by the Underwriters (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of the [ ] Notes and the [ ] Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to (i) [ ]% of the principal amount of the [ ] Notes, plus accrued interest, if any, from [ ] to the Closing Date (as defined below) and (ii) [ ]% of the principal amount of the [ ] Notes, plus accrued interest, if any, from [ ] to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ London LLP, at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, London EC2V 7NG at 9:00 A.M., New York City time, on [ ], or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Notes (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities from the Company to the Underwriters and the initial distribution by the Underwriters duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 8:00 A.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.