Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating, (1) that the form of such Securities has been established in conformity with the provisions of this Indenture; (2) that the terms have been established in conformity with the provisions of this Indenture; and (3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 2 contracts
Sources: Indenture (Carlyle Group L.P.), Indenture (Carlyle Group L.P.)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by any Presidentone of its Chairman of the Board, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its President or one of its Vice Presidents attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual or facsimileSecretaries. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at on the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, provided in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedotherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding In case the foregoingIssuer or any Guarantor, if pursuant to Article Eight, shall be consolidated, merged with or into any Security other Person or shall sell, assign, convey, transfer or lease substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or such Guarantor shall have been merged, or the Person which shall have received a sale, assignment, conveyance, transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer or lease may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered hereunder in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but never issued and sold by without expense to them, shall provide for the Company, and exchange of all Securities at the Company shall deliver such Security to the Trustee time Outstanding for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been Securities authenticated and delivered hereunder and shall never be entitled in such new name. The Trustee may appoint an authenticating agent acceptable to the benefits Issuer to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this IndentureIndenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Issuer and its Affiliates.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairmanits Vice Chairman of the Board, Chief Executive Officerits President or one of its Vice Presidents or Assistant Vice Presidents, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, or Treasurer under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any the time of execution the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, ) shall be fully protected in relying upon, an Opinion of Counsel stating,
, (1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity does not violate or conflict with the provisions of this Indenture; and
(2) that the terms of such Securities do not violate or conflict with the provisions of this Indenture; and (3) that such Securities and the related GuaranteesSecurities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally, (ii) and to general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteeequity principles. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03paragraph, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate record of the Company otherwise required pursuant to Section 3.01 or action, the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 thereby at or prior to the authentication of each Security of such series series, if such documents (with appropriate modifications) are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Mercury Finance Co)
Execution, Authentication, Delivery and Dating. The (a) Debt Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing the Chairman of its Board of Directors, Directorits President or one of its Executive Vice Presidents, and by its Treasurer or any Assistant Treasurer or its Secretary or any Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)under its corporate seal. The signature of any of these officers on the Debt Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Debt Security that has been duly authenticated and delivered by the Trustee. Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities. .
(b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver the Debt Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Debt Securities, ; and the Trustee in accordance with the Company Order shall authenticate and deliver such Debt Securities. If The Trustee shall be provided with, prior to the authentication and delivery of such Debt Securities, the supplemental indenture or the Board Resolution in or pursuant to which the terms and form or terms of the such Debt Securities of the series have been established by (and, if such terms and form are established in or pursuant to one a Board Resolution, the Officers' Certificate setting forth such terms and form), an Officers' Certificate as to the absence of any event which is, or more Company Resolutions after notice or pursuant to authority granted by one lapse of time or more Company Resolutions as permitted by Sections 2.01 and 3.01both would become, in authenticating such Securitiesan Event of Default, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating,stating that:
(1) that all instruments furnished by the Company to the Trustee in connection with the authentication and delivery of such Debt Securities conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities;
(2) the form of such Debt Securities has been established in conformity with the provisions of this Indenture;
(23) that the terms of such Debt Securities have been established in conformity with the provisions of this Indenture; and;
(34) in the event that the form or terms of such Debt Securities have been established in a supplemental indenture, the execution and delivery of such supplemental indenture have been duly authorized by all necessary corporate action of the related GuaranteesCompany, when the Securities are authenticated by the Trustee and issued such supplemental indenture has been duly executed and delivered by the Company in and, assuming due authorization, execution and delivery by the manner Trustee, is a legal, valid, binding and enforceable instrument of the Company, subject to any conditions specified applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
(5) the execution and delivery of such Opinion of Counsel, will constitute valid and legally binding obligations Debt Securities have been duly authorized by all necessary corporate action of the Company and each Guarantor, respectively, enforceable against such Debt Securities have been duly executed by the Company and, assuming due authentication by the Trustee and each Guarantordelivery by the Company, respectivelyare the legal, in accordance with their termsvalid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or affecting creditors’ ' rights generally, and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding in equity or at law); and
(6) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, other matters as the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not may reasonably acceptable to the Trusteerequest. Notwithstanding the provisions of Section 3.01 3.01. and of the preceding paragraph of this Section 3.03, if all Debt Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ ' Certificate of the Company or supplemental indenture otherwise required pursuant to Section 3.01 3.01. or the Company Order Order, Board Resolution and Officers' Certificate or supplemental indenture, and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Debt Security of such series if such documents are were delivered at or prior to the time of authentication upon original issuance of the first Debt Security of such series to be issued. .
(c) If the Company shall establish pursuant to Section 3.01 that the Debt Securities of a series are to be issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Debt Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Debt Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary."
(d) Each Depositary designated pursuant to Section 3.01 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.
(e) The Trustee shall have the right to decline to authenticate and deliver any Debt Security under this Section if the Trustee, upon the advice of counsel, determines that such action may not lawfully be taken or if the Trustee, by a committee of Responsible Officers, shall determine in good faith that the authentication and delivery of such Debt Security would be unjustly prejudicial to Holders of Outstanding Debt Securities.
(f) Each Debt Security shall be dated the date of its authentication. .
(g) No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signaturesignature of one of its authorized signatories, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture.
(h) The Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this Section if the issue of such Debt Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.
Appears in 1 contract
Sources: Indenture (Limited Brands Inc)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary the Chairman of the Company (Board, the President or any sole or managing member one of the Company or the ultimate Vice Presidents of its general partner, sole or managing member under the corporate seal of such member)general partner reproduced thereon and the Guarantee to be endorsed on the Securities shall be executed on behalf of the Guarantor by their Chairmen of the Board, their Presidents or one of their Vice-Presidents. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company Issuer or the Guarantor shall bind the CompanyIssuer or the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series executed by the Company Issuer having a Guarantee endorsed thereon executed by the Guarantor to the Trustee for authentication, together with a Company Issuer Order for the authentication and delivery of such Securities, Securities with the Guarantee of the Guarantor endorsed thereon; and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such SecuritiesSecurities with the Guarantee of the Guarantor endorsed thereon as in this Indenture provided and not otherwise. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 Section 2.1 and 3.013.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1a) that if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture;
(2b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that the such terms have been established in conformity with the provisions of this Indenture;
(c) that such Securities have been duly and validly issued in accordance with the terms of the Indenture, and are entitled to all the rights and benefits set forth herein; and
(3d) that all conditions precedent to the authentication and delivery of such Securities have been complied with and the related Guaranteesthat such Securities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyIssuer, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, (ii) and to general equitable principles and (iii) an implied covenant of good faith and fair dealingequity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 3.1 and of the preceding paragraph of this Section 3.03paragraph, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ ' Certificate of the Company otherwise required pursuant to Section 3.01 3.1 or the Company Issuer Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuer, and the Company Issuer shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.10, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Regency Centers Lp)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its [Chairman of the Board, its President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, or one of its Vice Presidents or its Treasurer and by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries]. The signature signatures of any or all of these officers on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Company's [Chairman of the Board, its President, one of its Vice Presidents or its Treasurer]. Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, together with any coupons appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with shall, upon receipt of the Company Order shall Order, authenticate and deliver such SecuritiesSecurities as in this Indenture provided and not otherwise; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided further that a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have delivered to the Trustee, or such other Person as shall be specified in a temporary Global Security delivered pursuant to Section 3.04, a certificate in the form required by Section 3.11(i). If the form or terms of Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the series have been established by or pursuant to form of one or more Global Securities in registered or permanent bearer form, then the Company Resolutions shall execute and the Trustee shall, in accordance with this Section and a Company Order for the authentication and delivery of such Global Securities with respect to such series, authenticate and deliver one or pursuant more Global Securities in permanent or temporary form that (i) shall represent and shall be denominated in an aggregate amount equal to authority granted the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Company Resolutions as permitted by Sections 2.01 and 3.01Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, and (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions. Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.in
Appears in 1 contract
Sources: Indenture (Waste Connections Inc/De)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company each Issuer by any of such Issuer’s chairman, president, any managing director or any Vice President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary the chief executive officer or Assistant Secretary of the Company (chief financial officer under such Issuer’s corporate seal reproduced thereon and attested by its secretary or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)assistant secretary. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company an Issuer shall bind the Companysuch Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuers may deliver Securities of any series executed by the Company Issuers to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case an Issuer, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which such Issuer shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Operating Partnership by the executive chairman, the chief administrative officer, the chief executive officer, the chief financial officer, the chief operating officer, any Presidentpresident, Chairmanany executive vice president, Chief Executive Officerany senior vice president, Co-Chief Executive Officerany vice president, Chief Financial Officerthe general counsel, Chief Operating Officerthe treasurer, General Counselan assistant treasurer, Chief Risk Officerthe secretary or an assistant secretary of WPG, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary as the sole general partner of the Company (Operating Partnership. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the chairman, the president or any vice president of WPG, as the sole or managing member general partner of the Company or the ultimate general partner, sole or managing member of such member)Operating Partnership. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of WPG, as the sole general partner of the Company shall Operating Partnership, shall, to the fullest extent permitted by law, bind the CompanyOperating Partnership, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such SecuritiesSecurities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company Operating Partnership may deliver Securities of Securities, together with any series Coupons appertaining thereto, executed by WPG, as the Company sole general partner of the Operating Partnership, to the Trustee for authenticationauthentication and, together provided that the Board Resolution and Officer’s Certificate on behalf of the Operating Partnership or supplemental indenture or indentures with a Company respect to such Securities referred to in Section 301 and an Operating Partnership Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Officer’s Certificate that contains the statements required by Section 314(e) of the Trust Indenture Act. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel stating,
(1) at the time of issuance of each Security, but such opinion, with such modifications as counsel shall deem appropriate, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate request by the Operating Partnership that the form Trustee authenticate Securities of such series for original issue will be accompanied by (i) a certification by the Operating Partnership that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms continue to have been established in conformity complied with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles an Operating Partnership Order for the authentication and (iii) an implied covenant delivery of good faith and fair dealingsuch Securities. If such form or terms have been so established, the The Trustee shall not be required to authenticate such or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or will otherwise be in a manner which is not reasonably acceptable to the Trustee or if the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are being advised by counsel, determines that such action may not to lawfully be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedtaken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Section 202 or 611 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature, and such signature of one of its authorized signatories. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding Except as permitted by Section 306 or 307 or as may otherwise be provided in or pursuant to this Indenture, the foregoing, if Trustee shall not authenticate and deliver any Bearer Security shall unless all Coupons appertaining thereto then matured have been authenticated detached and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturecancelled.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities ---------------------------------------------- shall be executed on behalf of the Company by any the Chairman, the President, Chairmanany Executive Vice President, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, any Senior Vice President or the Treasurer and attested to by the Corporate Secretary or Assistant Secretary of the Company (Company. The Company's seal shall be affixed to the Securities, or any sole or managing member of the Company or the ultimate general partner, sole or managing member a facsimile of such member)seal shall be reproduced on the Securities. The signature signatures of such officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenturetime, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and the delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities -------- ------- offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities of the a series have been established by or pursuant to one or more Company Resolutions Officers' Certificates or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 2.1 and 3.013.1, in authenticating such Securities, Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form forms and terms of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(32) that such Securities when authenticated and the related Guarantees, when the Securities are authenticated delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects customary exceptions; provided, however, that, with respect to Securities of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating a series subject to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so establisheda -------- ------- Periodic Offering, the Trustee shall not be required entitled to authenticate receive such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 only once at or prior to the time of the first authentication of each Security Securities of such series if such documents are delivered at or prior to and that the authentication upon original issuance Opinion of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.Counsel above may state:
Appears in 1 contract
Sources: Indenture (Farmland Industries Inc)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the Board, President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Vice President serving as Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Officer or its Treasurer under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typo graphical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, executed by the Company to the Trustee or to its order for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1a) that the form and terms of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions provision of this Indenture; and;
(3b) that all conditions precedent to the authentication and delivery of such Securities have been complied with and the related Guaranteesthat such Securities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, and to general equity principles;
(iic) general equitable principles that all laws and (iii) an implied covenant requirements in respect of good faith the execution and fair dealing. If delivery by the Company of such form or terms Securities have been so establishedcomplied with; and
(d) as to such other matters as the Trustee may reasonably request; PROVIDED, HOWEVER, that if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such Opinion of Counsel, with appropriate modifications, may instead be delivered at or prior to the time of the first issuance of Securities of such series. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Notwithstanding If the provisions of Company shall establish pursuant to Section 3.01 and of the preceding paragraph of this Section 3.03, if all 3.1 that Securities of a series are not may be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be originally issued at one time, including denominated in the event that an authorized aggregate amount equal to the aggregate principal amount of a series of the Outstanding Securities of such series and tenor to be represented by one or more Securities in global form, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is increased as contemplated by Section 3.01exchanged in whole or in part for Notes in certificated form, it shall this Note may not be necessary transferred except as a whole by the Depositary to deliver the Officers’ Certificate a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of the Depositary Trust Company (55 Water Street, New York, New York) to the issuer or its agent for regi▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇r payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as requested by an authorized representative of the Depositary Trust Company and any payment is made to CEDE & CO., any transfer, pledge or other use hereof for value or otherwise required by or to any person is wrongful since the registered owner hereof, CEDE & CO., has an interest herein." Each Depositary designated pursuant to Section 3.01 3.1 for a Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedregulation. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Section 2.2 or 6.14 executed by or on behalf of the Trustee by the manual signaturesignature of one of its authorized signatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. Section 3.3 of the Original Indenture is hereby amended and restated with respect to the Securities (but not with respect to any other series of Securities (as defined in the Original Indenture)) as follows: “The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing its chairman of the Board of Directors, Director, Secretary or Assistant Secretary any of its vice chairmen of the Company (Board of Directors, its chief executive officer, its president, any of its vice presidents, its principal financial officer or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual or facsimileits treasurer. Securities bearing the manual or facsimile signatures of individuals an individual who were was at any time the a proper Officers officer of the Company shall bind the Company, notwithstanding that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Securities or did not hold such offices office at the date of such Securities. At On the Issue Date, the Company shall issue, and the Trustee shall authenticate and make available for delivery, the Initial Securities for original issue in the aggregate principal amount of up to $[140,000,000]. After the Issue Date, the Company may issue, and the Trustee shall authenticate and make available for delivery, Additional Securities issued pursuant to Section 3.12. The Trustee shall so authenticate and make available for delivery Securities upon receipt of a Company Order. The Company Order shall specify the amount of Securities to be authenticated, shall specify whether such Securities will be represented by a Restricted Global Security or an Unrestricted Global Security, and shall specify the date on which each original issue of Securities is to be authenticated; provided that any Initial Securities shall be issued in the form of an Unrestricted Global Security. The Trustee, in accordance with such Company Order, shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. The Company at any time and from time to time after may, without the execution and delivery of this Indenture, the Company may deliver Securities consent of any series executed by the Company to the Trustee for authenticationHolder, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the issue Additional Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01Section 3.12, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee which Additional Securities shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion all of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions benefits of this Indenture;
(2) that . Such Additional Securities will be deemed Securities for all purposes hereunder, including, without limitation, in determining the terms have been established necessary Holders who may Act or consent to the taking of an Act of the Holders as specified in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.”
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the Board, its President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its Treasurer or one of its Vice Presidents and attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such SecuritiesSecurities as in this Indenture provided and not otherwise. If the form or terms of the Securities of the a series have been established by in or pursuant to one or more Company Board Resolutions or pursuant to authority granted by one or more Company Resolutions as any other method permitted by Sections Section 2.01 and Section 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, ) shall be fully protected in relying upon, an Officers’ Certificate setting forth the Board Resolution and, if applicable, an appropriate record of any action taken pursuant thereto, and an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms of such Securities have been established in conformity with the provisions of this Indenture; and
(3) that such Securities when authenticated and the related Guarantees, when the Securities are authenticated delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, except as such enforcement is subject to the effect of (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and reorganization or other similar laws relating to or affecting creditors’ rights generally, and (ii) general equitable principles and of equity (iii) an implied covenant regardless of good faith and fair dealingwhether such enforcement is considered in a proceeding in equity or at law). If not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate required pursuant to Section 3.01 or the Company Order or Opinion of Counsel required pursuant to Section 3.03 at the time of issuance of each Security, but such form documents, as applicable, with appropriate modifications shall be delivered at or terms have been so established, before the time of issuance of the first Security of such series. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.09 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. In case the Company, pursuant to and in compliance with Article Eight hereof, shall consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company will have been merged, or the Person which will have received a sale, conveyance, transfer, lease or other disposition as aforesaid, will have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight hereof, any of the Securities authenticated or delivered prior to such sale, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, will authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities will at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 3.03 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, will provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name.
Appears in 1 contract
Sources: Indenture (Abraxas Petroleum Corp)
Execution, Authentication, Delivery and Dating. The Securities shall be signed on behalf of the Company by an Authorized Officer of the Company. Such signatures may be manual or facsimile signatures of the present or any future such Authorized Officers and may be imprinted or otherwise reproduced on the Securities. Any coupons shall be executed on behalf of the Company by the manual or facsimile signature of any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary such Authorized Officer of the Company (Company. If such Securities are of a Guaranteed Series, the Parent Guarantees to be endorsed on such Securities shall, unless otherwise provided as contemplated by Section 3.01, be executed and delivered in accordance with Article XVI. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any sole or managing member of purpose. Such certificate by the Trustee upon any Security executed by the Company or shall be conclusive evidence that the ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual or facsimileSecurity so authenticated has been duly authenticated and delivered hereunder. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Authorized Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company (and, if such series is a Guaranteed Series, with a Parent Guarantee endorsed thereon executed by the Guarantor) to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the . The Trustee in accordance with the Company Order shall thereupon authenticate and deliver such Securities. If Securities to or upon the form or terms written order of the Securities Company, signed by an Authorized Officer of the series have been established Company (accompanied, if such Securities are of a Guaranteed Series, by a written order of the Guarantor, signed by an Authorized Officer of the Guarantor, approving the terms and delivery of the Parent Guarantees to be endorsed on such Securities), or pursuant to one such procedures acceptable to the Trustee and such recipients, without any further action by the Company (or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01the Guarantor); provided, however, that, in connection with its original issuance, a Bearer Security may be delivered only outside the United States and only if the Company and the Guarantor or their respective agent(s) shall have received from the Person entitled to delivery of such Bearer Security a certificate or certificates addressing such matters as may be reasonably requested by the Company, the Guarantor or the Trustee and in a form reasonably satisfactory to the Company and the Trustee. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, and shall be fully protected in relying uponupon the documents specified in Section 314 of the Trust Indenture Act, and in addition:
(A) the instrument or instruments establishing the form or forms and terms of the Securities of such series (and, if such series is a Guaranteed Series, the Parent Guarantee to be endorsed thereon), as provided in Sections 2.01 and 3.01;
(B) an Opinion of Counsel stating,prepared in accordance with Section 1.02, to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel shall deem appropriate:
(1i) that the form forms and terms of such Securities, and if such Securities has are of a Guaranteed Series, the forms and terms of the Parent Guarantees to be endorsed thereon, have been established in conformity with the provisions Section 2.01 and Section 3.01 of this Indenture;
(2ii) that all conditions precedent set forth in Sections 2.01, 3.01 and 3.03 of this Indenture to the terms authentication and delivery of such Securities, and if such Securities are of a Guaranteed Series, the Parent Guarantees endorsed thereon, have been established in conformity with the provisions of this Indenturecomplied with; and
(3iii) that such Securities, and, if such Securities and are of a Guaranteed Series, the related GuaranteesParent Guarantees endorsed thereon, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company and, if such Securities are of a Guaranteed Series, the Guarantor, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each and, if such Securities are of a Guaranteed Series, the Guarantor, respectivelyentitled to the benefits provided by this Indenture, and enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors’ rights generallygenerally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Trustee shall have the right to decline to authenticate and deliver the Securities of such series if the Trustee reasonably determines that such action may not lawfully be taken, would expose the Trustee to personal liability or would add to the obligations and duties of the Trustee hereunder in any material respect. In addition, prior to the authentication upon original issuance of the first Security of a series to be issued which is denominated in a Foreign Currency or currency unit the Trustee shall have the right to decline to authenticate and deliver any Securities of such series if the Trustee determines in its reasonable discretion that it would not be able to properly fulfill its obligations hereunder in respect of such Securities or to do so would be unduly burdensome to the Trustee. If the Company and, if such series is a Guaranteed Series, the Guarantor shall establish, pursuant to or as contemplated by Section 3.01, that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section 3.03, authenticate and deliver (and, if such series is a Guaranteed Series, the Guarantor shall endorse a Parent Guarantee thereon) one or more Global Securities in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Global Securities, (ii) general equitable principles and shall be registered, if in registered form, in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary, (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction, and (iv) shall bear a legend to substantially the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be required transferred except as a whole by the Depositary to authenticate the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such Securities if the issue nominee to a successor Depositary or to a nominee of such Securities successor Depositary.” Each Depositary designated pursuant to this Indenture will adversely affect or as contemplated by Section 3.01 for a Global Security in registered form to be delivered in the Trustee’s own rightsUnited States must, duties or immunities at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act and this Indenture any other applicable statute or otherwise in a manner which is not reasonably acceptable regulation. Each Registered Security shall be dated the date of its authentication. Each Bearer Security shall be dated as of the date specified pursuant to the Trusteeor as contemplated by Section 3.01. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company Certificate(s) otherwise required pursuant to Section 3.01 or the written order of the Company Order (and, if applicable, of the Guarantor) and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Baxter International Inc)
Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairmanits Vice Chairman of the Board, its Chief Executive Officer, Co-Chief its President, any Executive OfficerVice President, Chief Financial Officerany Senior Vice President, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, any Vice President or its Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature of any of these officers on the Securities or coupons may be the manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were were, at any time relevant to the authorization thereof, the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such SecuritiesSecurities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, together with any coupon appertaining thereto, executed by on behalf of the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Bearer Security in global form, then, for purposes of this Section and Section 3.04, the form notation of a beneficial owner’s interest therein upon original issuance of such Security or terms upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such permanent Global Security. Except as permitted by Section 3.06, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Company Order shall set forth procedures acceptable to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions the Trustee for the issuance of such Securities and the determination of terms of particular Securities of such series such as permitted by Sections 2.01 interest rate, Stated Maturity, date of issuance and 3.01, in date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, Trust Indenture Act Sections 315(a) through 315(d)) shall be fully protected in relying upon, :
1. an Opinion of Counsel complying with Section 1.02 stating,:
(1a) that the form or forms of such Securities has and any coupons have been established by or pursuant to a Board Resolution or by an indenture supplemental hereto as permitted by Section 2.01 and in conformity with the provisions of this Indenture;
(2b) that the terms of such Securities and any coupons have been established by or pursuant to a Board Resolution or by an indenture supplemental hereto as limited by Sections 2.01 and 3.01 and in conformity with the provisions of this Indenture; and;
(3c) that such Securities and the related GuaranteesSecurities, together with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Securities are Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyentitled to the benefits provided by the Indenture, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, (ii) general equitable principles and (iii) an implied covenant such other qualifications as such counsel shall conclude do not materially affect the rights of good faith Holders of such Securities and fair dealing. If any coupons;
(d) that all laws and requirements in respect of the execution and delivery by the Company of such form or terms Securities, any coupons and of the supplemental indentures, if any, have been so establishedcomplied with and that authentication and delivery of such Securities and any coupons and the execution and delivery of the supplemental indenture, if any, by the Trustee will not violate the terms of the Indenture;
(e) that the Company has the corporate power to issue such Securities and any coupons, and has duly taken all necessary corporate action with respect to such issuance;
(f) that the issuance of such Securities and any coupons will not contravene the articles of incorporation or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to such Counsel by which the Company is bound; and
(g) such other matters as the Trustee may reasonably request.
2. an Officers’ Certificate pursuant to Sections 2.01 and 3.01 and complying with Section 1.02; and
3. The board resolution or an indenture supplemental hereto establishing the form of the Securities of that series pursuant to Section 2.01 and setting forth the terms of the Securities of that series as contemplated by Section 3.01. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series and shall pertain to all of the Securities of such series. After any such first delivery, any separate Company Request that the Trustee receives concerning Securities of such series for original issue will be deemed to be a Officers’ Certificate that all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Securities continue to be met. The Trustee shall not be required to authenticate such and deliver any Securities if (i) the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding ; (ii) the provisions Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (iii) the Trustee in good faith, acting by its board of Section 3.01 and directors, executive committee, a committee of directors or Responsible Officers of the preceding paragraph Trustee, determines that such action would expose the Trustee to personal liability to Holders of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of any Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedSecurities. Each Security shall be dated the date of its authentication. No Security or coupon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Celestica Inc)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary two of its Officers or Assistant Secretary its attorneys in fact in accordance with its bylaws. The Guaranty on the Securities shall be executed on behalf of the Company (Guarantor by any two of its Officers or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)its attorneys in fact in accordance with its bylaws. The signature of any of these Officers or attorneys in fact on the Securities or the Guaranty may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers or attorneys in fact of the Company shall bind the CompanyCompany or did not hold such offices at the date of such Securities. Guaranties bearing the manual or facsimile signatures of individuals who were at any time the proper Officers or attorneys in fact of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities bearing such endorsement or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and properly endorsed by the Guarantor to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that 3.3.1 if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture;
(2) 3.3.2 if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that the such terms have been established in conformity with the provisions of this Indenture; and;
(3) 3.3.3 that such Securities and the related GuaranteesSecurities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generallyand to general equity principles; and
3.3.4 that the Guaranty, (ii) when the Securities upon which it shall have been endorsed shall have been authenticated and delivered by the Trustee and when properly endorsed by the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Guarantor enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general equitable principles applicability relating to or affecting creditors’ rights and (iii) an implied covenant of good faith and fair dealingthe general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if if, in the opinion of counsel to the Trustee, the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the TrusteeIndenture. Notwithstanding the provisions of Section 3.01 3.1 and of the preceding paragraph of this Section 3.03paragraph, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedissued and in that case the Trustee may rely, as to the authorization by the Company and the Guarantor of any of such Securities and the Guaranty, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.8, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Gerdau Trade II Inc.)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, Chairman, a Chief Executive Officer, Co-Chief Executive Officer, the Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Compliance Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary one of the Company (its Presidents or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Vice Presidents. The signature of any of these officers on the Securities may be manual or by facsimile, .pdf attachment or other electronically transmitted signature of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Company Order may set forth procedures acceptable to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as permitted by Sections 2.01 interest rate, maturity date, date of issuance and 3.01, in date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to TIA Section 6.01, 315(a) through 315(d)) shall be fully protected in relying upon, ,
(a) an Opinion of Counsel stating,
(1i) that the form or forms of such Securities has have been established in conformity with the provisions of this Indenture;
(2ii) that the terms of such Securities have been established in conformity with the provisions of this Indenture; and
(3iii) that this Indenture and such Securities and the related GuaranteesSecurities, when completed by appropriate insertions and executed and delivered by the Securities are Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, (ii) to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and
(iiib) an implied covenant Officers’ Certificate stating, to the best of good faith the knowledge of the signers of such certificate, that no Event of Default with respect to any of the Securities shall have occurred and fair dealingbe continuing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner which that is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and generality of the preceding paragraph of this Section 3.03foregoing, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall Trustee will not be necessary required to deliver authenticate Securities denominated in a Foreign Currency if the Officers’ Certificate of the Company otherwise required pursuant Trustee reasonably believes that it would be unable to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant perform its duties with respect to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedSecurities. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication until authenticated substantially in the form provided for herein executed set out in Section 2.02 by the Trustee or an Authenticating Agent by manual signaturesignature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the global Securities and the Trustee as Depositary Custodian. The Company has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary the chairman of the Company Board, its chief executive officer, the president or a vice president together with any one of the secretary, an assistant secretary, the treasurer or an assistant treasurer of the Issuer (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such memberIssuer General Partner). The signature of any of these officers on the Securities may be the manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company Issuer shall bind the Company, Issuer notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Exchange Securities of to be issued in exchange for any series of Restricted Global Securities and Regulation S Global Securities, executed by the Company Issuer and endorsed by the Guarantors to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Securities. At any time and from time to time after the Company execution and delivery of this Indenture, the Issuer may deliver Securities of any series, executed by the Issuer and endorsed by the Guarantors to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Securities. If the form or terms of not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Issuer Order may set forth procedures acceptable to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as permitted by Sections 2.01 interest rate, stated maturity, date of issuance and 3.01, in date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion or Opinions of Counsel of the Issuer and the Guarantors stating,:
(1a) that the form or forms of such Securities has and the Guarantee have been established in conformity with the provisions of this Indenture;
(2b) that the terms of such Securities and the Guarantee have been established in conformity with the provisions of this Indenture; and;
(3c) that such Securities and the related GuaranteesGuarantee, when the Securities are authenticated completed by the Trustee appropriate insertions and issued executed and delivered by the Company Issuer and the Guarantors to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuer and the Guarantors in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company Issuer and each Guarantorthe Guarantors, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, (ii) to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities;
(iiid) an implied covenant that all laws and requirements in respect of good faith the execution and fair dealing. If delivery by the Issuer of such form or terms Securities and of the supplemental indentures, if any, and by the Guarantors of the Guarantee and of the supplemental indentures, if any, have been so establishedcomplied with and that authentication and delivery of such Securities and the execution and delivery of the supplemental indenture, if any, by the Trustee will not violate the terms of the Indenture;
(e) that each of the Issuer and the Guarantors has the power to issue such Securities and Guarantee, respectively, and has duly taken all necessary action with respect to such issuance; and
(f) that the issuance of such Securities and Guarantee will not contravene the articles of incorporation or by-laws of the Issuer or the Guarantors, or result in any violation of any of the terms or provisions of any law or regulation applicable to the Issuer or the Guarantors. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Issuer Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series. The Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Registered Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled, together with the Guarantee endorsed thereon to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuer, and the Company Issuer shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuer, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Emera Inc)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, Chairman, its Chief Executive Officer, Co-Chief Executive Officerits President, Chief Financial Officer, its Chief Operating Officer, General Counsel, its Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Financial Officer or any of its Vice Presidents and attested by its Secretary or any of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company Company, to the Trustee for authentication, together with a Company Order and an Officers’ Certificate and Opinion of Counsel in accordance with Section 102 for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Company Order may set forth procedures acceptable to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as permitted by Sections 2.01 interest rate, maturity date, date of issuance and 3.01, in date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, and shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The ----------------------------------------------- Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its President or one of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant to oral instructions of the Company or a duly authorized agent, together which instructions shall be promptly confirmed in writing. The Trustee shall authenticate and deliver such Securities in accordance with such instructions and as provided in this Indenture. Prior to the delivery of a Security in any such form to the Trustee for authentication, the Company shall deliver to the Trustee the following:
(a) a Company Order requesting the Trustee's authentication and delivery of all or a portion of the Securities of such series, and if less than all, setting forth procedures for such authentication;
(b) the Board Resolution by or pursuant to which such form of Security has been approved, and the Board Resolution, if any, by or pursuant to which the terms of the Securities of such series have been approved, and, if pursuant to a Board Resolution, an Officers' Certificate describing the action taken;
(c) an Officers' Certificate dated the date such certificate is delivered to the Trustee, stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such Securities, form and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, complied with; and, subject to Section 6.01, shall be fully protected in relying upon,
(d) an Opinion of Counsel stating,
or Opinions of Counsel substantially to the effect that (1i) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established duly authorized and approved in conformity with the provisions of this Indenture; and
(3ii) that the terms of such Securities have been duly authorized and determined in conformity with the related Guaranteesprovisions of this Indenture, or, if such terms are to be determined pursuant to Procedures, as defined above, when so determined such terms shall have been duly authorized and determined in conformity with the provisions of this Indenture; and (iii) Securities are authenticated in such form when completed by the Trustee appropriate insertions and issued executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and made available for delivery by the Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors and sold in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against entitled to the Company and each Guarantor, respectively, in accordance with their termsbenefits of this Indenture, subject to (i) the effects of bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganizationtransfer, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally, (ii) and to general equitable equity principles and except as enforcement thereof may be limited by (iiiA) an implied covenant requirements that a claim with respect to any Securities denominated other than in Dollars (or a Foreign Currency or currency unit judgment in respect of good faith such claim) be converted into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments in Foreign Currencies or currency units or payments outside the United States, and fair dealingsubject to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities. If such form or terms have been so established, the The Trustee shall not be required entitled to authenticate such Securities if receive the issue of such Securities pursuant documents referred to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities in clauses (b) and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 (d) above only at or prior to the authentication first request of each Security the Company to the Trustee to authenticate Securities of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedseries. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture Indenture, or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signaturesignature of one of its authorized officers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered made available for delivery hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Central Fidelity Capital Trust I)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairman, its Chief Executive Officer, Co-Chief Executive Officerits President, its Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (Officer or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)its Vice Presidents and need not be attested. The signature of any of these officers on the Securities may be manual or facsimile, including portable document format (pdf). Any notation of Securities Guarantee endorsed on the Securities shall be executed on behalf of the applicable Guarantor by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice Presidents and need not be attested. The signature of any of these officers on any notation of the Securities Guarantee may be manual or facsimile, including portable document format (pdf). Securities and any notation of a Securities Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company or a Guarantor, as the case may be, shall bind the CompanyCompany or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of written instructions from the Company) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form forms or terms of the Securities of the series have been established by in or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 Section 2.1 and 3.01Section 3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be fully protected in relying on such Board Resolution and shall be entitled to receive such documents as it may reasonably request. The Trustee shall also be entitled to receive, and, and (subject to Section 6.01, 6.1) shall be fully protected in relying upon, an Officer’s Certificate pursuant to Section 3.1 and complying with Section 1.3 and an Opinion of Counsel complying with Section 1.3 stating,:
(1a) that if the form or forms of such Securities has been established in or pursuant to a Board Resolution as permitted by Section 2.1, that each such form has been established in conformity with the provisions of this Indenture;
(2b) that if the terms of such Securities have been been, or in the case of Securities of a series offered in a Periodic Offering will be, established in or pursuant to a Board Resolution as permitted by Section 3.1, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and
(3c) that such Securities and the related GuaranteesSecurities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions and assumptions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and, if applicable, the Securities Guarantees thereof will constitute valid and each Guarantor, respectivelylegally binding obligations of the Guarantors, enforceable against the Company and each Guarantor, respectively, in accordance with their respective terms, subject to the following limitations: (i) the effects of bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium liquidation, fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, or to general equity principles, (ii) general the availability of equitable principles remedies being subject to the discretion of the court to which application therefor is made; and (iii) an implied covenant such other usual and customary matters as shall be specified in such Opinion of good faith and fair dealingCounsel. If such form or terms have been so established, the The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which that is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 3.1 and of the preceding paragraph of this Section 3.03paragraph, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Officer’s Certificate of the Company otherwise required pursuant to Section 3.01 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, on the form or forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 2.1 and Section 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. Each Security shall be dated the date of its authentication. No Security nor any related Securities Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Sun Communities Inc)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of each Issuer, in each case by its Chairman of the Company by any PresidentBoard, Chairmanits Vice Chairman of the Board, its Chief Executive Officer, Co-Chief Executive Officerits President or one of its Senior Vice Presidents or one of its Vice Presidents, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, under an impression of its corporate seal or a facsimile of its corporate seal reproduced thereon attested by its Treasurer or one of its Assistant Treasurer, Managing Directors, Director, Treasurers or Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of Secretaries. Any such member). The signature on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature of an individual or individuals who were at any time the proper Officers officer or officers of the Company Issuers shall bind the CompanyIssuers, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuers may deliver Securities of any series executed by the Company Issuers to the Trustee or to its order for authenticationauthentication (or to the Paying Agent), together with a Company an Issuer Order for the authentication and delivery of such Securities, and the Trustee or an Authenticating Agent in accordance with the Company such Issuer Order shall authenticate and deliver make available for delivery such SecuritiesSecurities as in this Indenture 34 42 provided and not otherwise. If In connection with any Issuer Order for authentication, an Officers' Certificate and Opinion of Counsel pursuant to Section 1.02 shall be required. Each Security shall be dated the form or terms date of its authentication. In authenticating the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this the Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, receive and shall be fully protected in relying upon:
(a) A copy of the Board Resolution or Resolutions in or pursuant to which the terms and form of the Securities were established, and if the terms and form of such Securities are established by an Officers' Certificate pursuant to general authorization of the Board of Directors, such Officers' Certificate;
(b) an executed supplemental indenture, if any; and
(c) an Opinion of Counsel stating,stating that:
(1i) that the form or forms of such Securities has have been established in conformity with the provisions of this Indenture;
(2ii) that the terms of such Securities have been established in conformity with the provisions of this Indenture; and;
(3iii) that such Securities and the related GuaranteesSecurities, when the Securities are authenticated completed by the Trustee appropriate insertions and issued executed and delivered by the Company Issuers to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuers in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyIssuers, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, (ii) and to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities;
(iiiiv) an implied covenant all laws and requirements in respect of good faith the execution and fair dealing. If such form or terms have been so established, delivery by the Trustee shall not be required to authenticate such Securities if the issue Issuers of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03supplemental indenture, if all Securities of a series are not to be originally issued at one timeany, including in the event have been complied with and that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order authentication and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security delivery of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, Securities and the only evidence, that such Security has been duly authenticated execution and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes delivery of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.the
Appears in 1 contract
Sources: Indenture (Veritas Software Corp)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its [Chairman of the Board, its President, Chairmanor one of its Vice Presidents, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, or its Treasurer and by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries]. The signature signatures of any or all of these officers on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Company's [Chairman of the Board, its President, or one of its Vice Presidents, or its Treasurer]. Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, together with any coupons appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with shall, upon receipt of the Company Order shall Order, authenticate and deliver such SecuritiesSecurities as in this Indenture provided and not otherwise; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided further that a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have delivered to the Trustee, or such other Person as shall be specified in a temporary Global Security delivered pursuant to Section 3.04, a certificate in the form required by Section 3.11(i). If the form or terms of Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the series have been established by or pursuant to form of one or more Global Securities in registered or permanent bearer form, then the Company Resolutions shall execute and the Trustee shall, in accordance with this Section and a Company Order for the authentication and delivery of such Global Securities with respect to such series, authenticate and deliver one or pursuant more Global Securities in permanent or temporary form that (i) shall represent and shall be denominated in an aggregate amount equal to authority granted the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Company Resolutions as permitted by Sections 2.01 and 3.01Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary and (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions. Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 8.01) shall be fully protected in relying upon, an Opinion of Counsel stating,complying with Section 1.02 and stating that:
(1i) that the form of such Securities and coupons, if any, has been established in conformity with the provisions of this Indenture;
(2ii) that the terms of such Securities and coupons, if any, or the manner of determining such terms, have been established in conformity with the provisions of this Indenture; and;
(3iii) that such Securities and the related Guaranteescoupons, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, and to general principles of equity; and
(iiiv) general equitable principles and (iii) an implied covenant of good faith and fair dealingsuch other matters as the Trustee may reasonably request. If such form or terms have been so established, the The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture thereof will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Board Resolution or Officers’ ' Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedissued and such documents reasonably contemplate the issuance of all Securities of such series; provided that any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company that as of the date of such request, the statements made in the Officers' Certificate or other certificates delivered pursuant to Sections 1.02 and 3.01 shall be true and correct as if made on such date. A Company Order, Officers' Certificate or Board Resolution or supplemental indenture delivered by the Company to the Trustee in the circumstances set forth in the preceding paragraph may provide that Securities which are the subject thereof will be authenticated and delivered by the Trustee or its agent on original issue from time to time in the aggregate principal amount, if any, established for such series pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order upon the telephonic (promptly confirmed in writing), electronic or written order of Persons designated in such Company Order, Officers' Certificate, supplemental indenture or Board Resolution and that such Persons are authorized to determine, consistent with such Company Order, Officers' Certificate, supplemental indenture or Board Resolution, such terms and conditions of said Securities as are specified in such Company Order, Officers' Certificate, supplemental indenture or Board Resolution. Each Registered Security shall be dated the date of its authentication; and unless otherwise specified as contemplated by Section 3.01, each Bearer Security and any temporary Global Security referred to in Section 3.04 shall be dated as of the date of original issuance of such Security. No Security or coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Except as permitted by Section 3.06, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. Notwithstanding the foregoing, if any Security or portion thereof shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.09 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security or portion thereof has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Waste Connections Inc/De)
Execution, Authentication, Delivery and Dating. of the Original Indenture shall not apply with respect to the Securities (but shall apply with respect to any other series of Securities (as defined in the Original Indenture)). Instead, this Section 3.04 shall apply with respect to the Securities. The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing its chairman of the Board of Directors, Director, Secretary or Assistant Secretary any of its vice chairmen of the Company (Board of Directors, its chief executive officer, its president, any of its vice presidents, its principal financial officer or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual or facsimileits treasurer. Securities bearing the manual or facsimile signatures of individuals an individual who were was at any time the a proper Officers officer of the Company shall bind the Company, notwithstanding that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Securities or did not hold such offices office at the date of such Securities. At On the Issue Date, the Company shall issue, and the Trustee shall authenticate and make available for delivery, the Initial Securities for original issue in the aggregate principal amount of up to $[•]11. After the Issue Date, the Company may issue, and the Trustee shall authenticate and make available for delivery, Additional Securities issued pursuant to Section 3.12. The Trustee shall so authenticate and make available for delivery Securities upon receipt of a Company Order. The Company Order shall specify the amount of Securities to be authenticated, shall specify whether such Securities will be represented by a Restricted Global Security or an Unrestricted Global Security, and shall specify the date on which each original issue of Securities is to be authenticated; provided that any Initial Securities shall be issued in the form of an Unrestricted Global Security. The Trustee, in accordance with such Company Order, shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. The Company at any time and from time to time after may, without the execution and delivery of this Indenture, the Company may deliver Securities consent of any series executed by the Company to the Trustee for authenticationHolder, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the issue Additional Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01Section 3.12, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee which Additional Securities shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion all of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions benefits of this Indenture;
(2) that . Such Additional Securities will be deemed Securities for all purposes hereunder, including, without limitation, in determining the terms have been established necessary Holders who may Act or consent to the taking of an Act of the Holders as specified in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairmanits Vice Chairman of the Board, its Chief Executive Officer, Co-Chief its President, any Executive OfficerVice President, Chief Financial Officerany Senior Vice President, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, any Vice President or its Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature of any of these officers on the Securities or coupons may be the manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were were, at any time relevant to the authorization thereof, the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such SecuritiesSecurities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, together with any coupon appertaining thereto, executed by on behalf of the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Bearer Security in global form, then, for purposes of this Section and Section 3.04, the form notation of a beneficial owner's interest therein upon original issuance of such Security or terms upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 3.06, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Company Order shall set forth procedures acceptable to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions the Trustee for the issuance of such Securities and the determination of terms of particular Securities of such series such as permitted by Sections 2.01 interest rate, Stated Maturity, date of issuance and 3.01, in date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, Trust Indenture Act Sections 315(a) through 315(d)) shall be fully protected in relying upon, :
1. an Opinion of Counsel complying with Section 1.02 stating,:
(1a) that the form or forms of such Securities has and any coupons have been established by or pursuant to a Board Resolution or by an indenture supplemental hereto as permitted by Section 2.01 and in conformity with the provisions of this Indenture;
(2b) that the terms of such Securities and any coupons have been established by or pursuant to a Board Resolution or by an indenture supplemental hereto as limited by Sections 2.01 and 3.01 and in conformity with the provisions of this Indenture; and;
(3c) that such Securities and the related GuaranteesSecurities, together with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Securities are Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyentitled to the benefits provided by the Indenture, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally' rights, (ii) general equitable principles and (iii) an implied covenant such other qualifications as such counsel shall conclude do not materially affect the rights of good faith Holders of such Securities and fair dealing. If any coupons;
(d) that all laws and requirements in respect of the execution and delivery by the Company of such form or terms Securities, any coupons and of the supplemental indentures, if any, have been so establishedcomplied with and that authentication and delivery of such Securities and any coupons and the execution and delivery of the supplemental indenture, if any, by the Trustee will not violate the terms of the Indenture;
(e) that the Company has the corporate power to issue such Securities and any coupons, and has duly taken all necessary corporate action with respect to such issuance;
(f) that the issuance of such Securities and any coupons will not contravene the articles of incorporation or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to such Counsel by which the Company is bound; and
(g) such other matters as the Trustee may reasonably request.
2. an Officers' Certificate pursuant to Sections 2.01 and 3.01 and complying with Section 1.02; and
3. The board resolution or an indenture supplemental hereto establishing the form of the Securities of that series pursuant to Section 2.01 and setting forth the terms of the Securities of that series as contemplated by Section 3.01. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 3.01 or the Company Order, Officers' Certificate and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series and shall pertain to all of the Securities of such series. After any such first delivery, any separate Company Request that the Trustee receives concerning Securities of such series for original issue will be deemed to be a Officers' Certificate that all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Securities continue to be met. The Trustee shall not be required to authenticate such and deliver any Securities if (i) the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding ; (ii) the provisions Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (iii) the Trustee in good faith, acting by its board of Section 3.01 and directors, executive committee, a committee of directors or Responsible Officers of the preceding paragraph Trustee, determines that such action would expose the Trustee to personal liability to Holders of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of any Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedSecurities. Each Security shall be dated the date of its authentication. No Security or coupon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Celestica Inc)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairman, its Chief Executive Officer, Co-Chief Executive Officerits President, its Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, one of its Vice Presidents or its Treasurer, Assistant Treasurer, Managing Directors, Director, and attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these Officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At Upon the initial issuance of the Securities and at any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities. The Company Order shall specify the amount of Securities to be authenticated, and shall further specify the amount of such Securities to be issued as a Global Security or as Physical Securities. If Physical Securities are to be authenticated such Company Order shall also specify the Holders of, and delivery instructions for, such Securities. The Trustee in accordance with the such Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities provided and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedotherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Grubb & Ellis Co)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the Board, one of its Vice Chairmen of the Board, its President, Chairmanits Treasurer or one of its Vice Presidents, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If any Security shall be represented by a definitive global Security, then for purposes of this Section and Section 3.4, the notation of a beneficial owner's interest therein upon original issuance of such Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner's interest in such permanent global Security. If all the Securities of any one series are not to be issued at one time and if a Board Resolution or supplemental indenture relating to such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities, including, without limitation, procedures with respect to interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. If the form or terms of the Securities of the such series have been established by in or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 2.1 and 3.013.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 8.1) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1a) that if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture;
(2b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that the such terms have been established in conformity with the provisions of this Indenture; and
(3c) that such Securities and the related GuaranteesSecurities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 3.1 that the Securities of a series are to be issued in whole or in part in the form of one or more global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and a Company Order for the authentication and delivery of such global Securities with respect to such series, authenticate and deliver one or more global Securities in permanent or temporary form that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more global Securities, (ii) shall be registered in the name of the Depositary for such global Security or Securities or the nominee of such Depositary and (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions. Each Depositary designated pursuant to Section 3.1 for a global Security must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. Notwithstanding the provisions of Section 3.01 3.1 and of the preceding paragraph foregoing provisions of this Section 3.033.3, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ ' Certificate of the Company otherwise required pursuant to Section 3.01 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to the foregoing provisions of this Section 3.03 3.3 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Lehman Brothers Inc//)
Execution, Authentication, Delivery and Dating. The ----------------------------------------------- Securities shall be executed on behalf of the Company applicable Issuer and any Guarantees to be endorsed on the Securities shall be executed on behalf of the Guarantor by the Chairman of the Board, the President or one of the Vice Presidents of such Issuer or the Guarantor, as the case may be, under the corporate seal reproduced thereon and, in the case of the Company, attested by the Secretary or one of the Assistant Secretaries as the case may be; provided, -------- however , that any Securities issued hereunder by the Subsidiary Issuers may ------- be executed by any Presidentauthorized officer or director thereof and may, Chairmanbut need not, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)be signed under a corporate seal. The signature of any of these officers on the Securities and any Guarantees, as the case may be, may be manual or facsimile. The notation of any Guarantees, endorsed on the Securities, shall be executed as provided in Section 13.02. Securities or any Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company applicable Issuer or the Guarantor, as the case may be, shall bind such Issuer or the CompanyGuarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or Guarantees or did not hold such offices at on the date of such SecuritiesSecurities or Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company applicable Issuer may deliver Securities of any series executed by such Issuer bearing the Company notation of any Guarantees pursuant to Article XIII or having any Guarantees endorsed thereon, as applicable, in each case executed by the Guarantor, to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such SecuritiesSecurities as provided in this Indenture and not otherwise. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Company Board Resolutions or pursuant to authority granted by one or more Company Resolutions supplemental indentures as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, ) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1a) that if the form of such Securities or any Guarantees has been established by or pursuant to Board Resolutions or indentures supplemental hereto as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture;
(2b) if the terms of such Securities or any Guarantees have been established by or pursuant to Board Resolutions or indentures supplemental hereto as permitted by Section 3.01, that the such terms have been established in conformity with the provisions of this Indenture; and
(3c) that such Securities and the related Guaranteesany Guarantees thereof, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company applicable Issuer and the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of such Issuer and the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, (ii) and to general equitable principles and (iii) an implied covenant of good faith and fair dealingequity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities Securities, the Guarantees and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security or Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signaturesignature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security or Guarantee has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute delivery of any Guarantees endorsed or noted thereon on behalf of the Guarantor. The Guarantor by its execution of this Indenture hereby authorizes the applicable Subsidiary Issuer, in the name and on behalf of the Guarantor, to confirm the applicable Guarantees to the Holder of each Security authenticated and delivered hereunder by its execution and delivery of each such Security, with such Guarantees noted or endorsed thereon, authenticated and delivered by the Trustee. When delivered pursuant to the provisions of Section 3.03 hereof, only Guarantees endorsed or noted on the Securities shall bind the Guarantor notwithstanding the fact that the Guarantees do not bear the signature of the Guarantor.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the Board, its President, Chairmana Vice Chairman of the Board, Chief Executive Officer, Co-Chief Executive Officer, its Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Officer or one of its Executive Vice Presidents and by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature signatures of any or all of these officers on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Company's Chairman of the Board, its President, a Vice Chairman of the Board, its Chief Financial Officer, one of its Executive Vice Presidents or the Treasurer. Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, together with any coupons appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with shall, upon receipt of the Company Order shall Order, authenticate and deliver such SecuritiesSecurities as in this Indenture provided and not otherwise; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided, further, that a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have delivered to the Trustee, or such other Person as shall be specified in a temporary Global Security delivered pursuant to Section 3.04, a certificate in the form required by Section 3.11(i). If the form or terms of Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the series have been established by or pursuant to form of one or more Global Securities in registered or permanent bearer form, then the Company Resolutions shall execute and the Trustee shall, in accordance with this Section and a Company Order for the authentication and delivery of such Global Securities with respect to such series, authenticate and deliver one or pursuant more Global Securities in permanent or temporary form that (i) shall represent and shall be denominated in an aggregate amount equal to authority granted the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Company Resolutions as permitted by Sections 2.01 and 3.01Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary and (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions. Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 8.01) shall be fully protected in relying upon, an Opinion of Counsel stating,
complying with Section 1.02 and stating that, (1i) that the form of such Securities and coupons, if any, has been established in conformity with the provisions of this Indenture;
; (2ii) that the terms of such Securities and coupons, if any, or the manner of determining such terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.26
Appears in 1 contract
Sources: Indenture (First Chicago NBD Corp)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairman, its Chief Executive Officer, Co-Chief Executive Officerits President, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, any one of its Vice Presidents or its Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature of any of these officers on the Securities may be manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, executed by the Company Company, to the Trustee for authentication, together with the Board Resolution and Officers’ Certificate or supplemental indenture with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions hereof shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receiveprovided with, and, and (subject to Section 6.01, 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1a) that the form and terms of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions provision of this Indenture; and
(3b) that all conditions precedent set forth in this Indenture to the authentication and delivery of such Securities have been complied with and the related Guaranteesthat such Securities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganizationmoratorium, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyand to general equity principles; provided, (ii) general equitable principles and (iii) however, that if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an implied covenant Opinion of good faith and fair dealingCounsel at the time of issuance of each Security, but such Opinion of Counsel, with appropriate modifications, may instead be delivered at or prior to the time of the first issuance of Securities of such series. If such form or terms have been so established, the The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Notwithstanding If the provisions of Company shall establish pursuant to Section 3.01 and of the preceding paragraph of this Section 3.03, if all 3.1 that Securities of a series are not may be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be originally issued at one time, including denominated in the event that an authorized aggregate amount equal to the aggregate principal amount of a series of the Outstanding Securities of such series and tenor to be represented by one or more Securities in global form, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is increased as contemplated by Section 3.01exchanged in whole or in part for Notes in certificated form, it shall this Note may not be necessary transferred except as a whole by the Depositary to deliver the Officers’ Certificate a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to CEDE & CO., any transfer, pledge or other use hereof for value or otherwise required by or to any person is wrongful since the registered owner hereof, CEDE & CO., has an interest herein.” Each Depositary designated pursuant to Section 3.01 3.1 for a Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedregulation. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Section 2.2 or 6.14 executed by or on behalf of the Trustee by manual or PDF or other electronically-imaged (including, without limitation, DocuSign or Adobe Sign) signature, of one of its authorized signatories, and such certificate signature upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Yum Brands Inc)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of each of the Company Issuers by any Presidentits Chairman of the Board, Chairman, its Chief Executive Officer, Co-Chief Executive Officerits President, its Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (Officer or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)its Vice Presidents and need not be attested. The signature of any of these officers on the Securities may be manual or facsimile. Any notation of Securities Guarantee endorsed on the Securities shall be executed on behalf of the applicable Guarantor by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice Presidents and need not be attested. The signature of any of these officers on any notation of the Securities Guarantee may be manual or facsimile. Securities and any notation of a Securities Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company Company, Finance Corp. or a Guarantor, as the case may be, shall bind the Company, Finance Corp. or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuers may deliver Securities of any series executed by the Company Issuers to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of written instructions from the Issuers) acceptable to the Trustee as may be specified by or pursuant to an Issuer Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form forms or terms of the Securities of the series have been established by in or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 Section 2.1 and 3.01Section 3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be fully protected in relying on such Board Resolution and shall be entitled to receive such documents as it may reasonably request. The Trustee shall also be entitled to receive, and, and (subject to Section 6.01, 6.1) shall be fully protected in relying upon, an Officer’s Certificate pursuant to Section 3.1 and complying with Section 1.3 and an Opinion of Counsel complying with Section 1.3 stating,:
(1a) that if the form or forms of such Securities has been established by or pursuant to a Board Resolution as permitted by Section 2.1, that each such form has been established in conformity with the provisions of this Indenture;
(2b) that if the terms of such Securities have been been, or in the case of Securities of a series offered in a Periodic Offering will be, established by or pursuant to a Board Resolution as permitted by Section 3.1, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and
(3c) that such Securities when authenticated and the related Guarantees, when the Securities are authenticated delivered by the Trustee and issued and delivered by the Company Issuers in the manner and subject to any conditions and assumptions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuers and, if applicable, the Subsidiary Guarantee will constitute valid and each Guarantor, respectivelylegally binding obligations of the Guarantors, enforceable against the Company and each Guarantor, respectively, in accordance with their respective terms, subject to the following limitations: (i) the effects of bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium liquidation, fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, or to general equity principles, (ii) general the availability of equitable principles remedies being subject to the discretion of the court to which application therefor is made; and (iii) an implied covenant such other usual and customary matters as shall be specified in such Opinion of good faith and fair dealingCounsel. If such form or terms have been so established, the The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 3.1 and of the preceding paragraph of this Section 3.03paragraph, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Officer’s Certificate of the Company otherwise required pursuant to Section 3.01 3.1 or the Company Issuer Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Issuers of any of such Securities, on the form or forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 2.1 and Section 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. Each Security shall be dated the date of its authentication. No Security nor any related Securities Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuers, and the Company Issuers shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman, its President, a Vice Chairman, Chief Executive Officerany Vice President, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, its Treasurer or Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon attested by its Corporate Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Corporate Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. The Guarantees shall be executed on behalf of the Guarantor by its Chairman, its President, a Vice Chairman, any Vice President, its Treasurer or Assistant Treasurer, under its corporate seal reproduced thereon and attested by its Corporate Secretary or one of its Assistant Corporate Secretaries. The signature of any of these officers on the Guarantees may be manual or facsimile. The seal of the Company or the Guarantor, as the case may be, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company or of the Guarantor shall bind the CompanyCompany or the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. Minor typographical and other minor errors in the text of any Security or the Guarantee endorsed thereon or minor defects in the seal or facsimile signature on any Security or the Guarantee endorsed thereon shall not affect the validity or enforceability of such Security or such Guaranty if such Security has been duly authenticated and delivered by the Trustee. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and having endorsed thereon Guarantees executed by the Guarantor to the Trustee for authentication, together with a Company Order of the Company for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such SecuritiesSecurities having such Guarantees endorsed thereon. If the form or terms of the Securities of the series or the form of Guarantees endorsed thereon have been established by in or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 201 and 3.01301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and Guarantees endorsed thereon, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 601) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (ING U.S., Inc.)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, its Chairman, Chief Executive Officerits President or a Vice President of the Company, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon and attested by its Secretary or an Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Company. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and having the notations of Subsidiary Guarantees executed by the Subsidiary Guarantors to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such SecuritiesSecurities with the notations of Subsidiary Guarantees thereon as provided in this Indenture. If Such Company Order shall specify the form or terms principal amount of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 be authenticated, broken down between Global Securities and 3.01, in authenticating such Physical Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, date on which the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the original issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedauthenticated. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signaturesignature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture.. In case the Company, pursuant to and in compliance with Article VIII hereof, shall be consolidated or merged with or into any other Person or shall sell, convey, transfer, lease or otherwise dispose of all or substantially all of its Properties to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a sale, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII hereof, any of the Securities authenticated or delivered prior to such sale, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairman, its Chief Executive Officer, Co-Chief Executive Officerits principal financial officer, its President or one of its Vice Presidents, the Chief Financial Officer, the Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Officer or the Treasurer, Assistant Treasurer, Managing Directors, Director, and attested by its Secretary or one of its Assistant Secretary of the Company (Treasurers or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Board Resolutions or pursuant to authority granted by one or more Company Resolutions as any other method permitted by Sections 2.01 2.1 and 3.013.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 6.1) shall be fully protected in relying upon, a copy of such Board Resolution, the Officer’s Certificate setting forth the terms of the series and an Opinion of Counsel, with such Opinion of Counsel stating,
(1) that if the form or terms of such Securities has have been established by or pursuant to Board Resolution or any other method permitted by Sections 2.1 and 3.1, that such form or terms have been, or in the case of Securities of a series offered in a Periodic Offering will be, established in conformity with the provisions of this Indenture;, subject in the case of Securities offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related GuaranteesSecurities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions conditions, exceptions and qualifications specified in such Opinion of Counsel, will constitute legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, except as such enforcement is subject to the effect of (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and reorganization or other similar laws relating to or affecting creditors’ rights generally, and (ii) general equitable principles and of equity (iii) an implied covenant regardless of good faith and fair dealing. If whether such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise enforcement is considered in a manner which is not reasonably acceptable to the Trusteeproceeding in equity or at law). Notwithstanding the provisions of Section 3.01 3.1 and of the preceding paragraph of this Section 3.03paragraph, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Officer’s Certificate of the Company otherwise required pursuant to Section 3.01 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security Notwithstanding that such form or terms have been so established, the Trustee shall have the right to decline to authenticate such Securities if, in the written opinion of counsel to the Trustee (which counsel may be dated an employee of the date Trustee), such action may not lawfully be taken or if the Trustee in good faith by its Board of its authenticationDirectors or trustees, executive committee or a trust committee of directors, trustees or vice presidents shall determine that such action would expose the Trustee to personal liability to Holders of any Securities then outstanding. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Company shall be responsible for making calculations called for under the Securities and this Indenture, including, but not limited to, determination of interest, Redemption Price, premium, if any, and any other amounts payable on the Securities. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee shall forward the Company’s calculations to any Holder upon the written request of such Holder. The Company in issuing Securities may use “CUSIP” numbers (if then generally in use), and if so, the Trustee may use the CUSIP numbers in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Securities, that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption or exchange shall not be affected by any defect or omission of such CUSIP numbers. The Company will promptly notify the Trustee of any change in CUSIP numbers known to an Officer of the Company. Neither the Company nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Security, check, advice of payment or redemption notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Company nor the Trustee shall be liable for any inaccuracy in such numbers.
Appears in 1 contract
Sources: Indenture (Umb Financial Corp)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, its Chairman, the Chief Executive Officer, Co-Chief Executive Officer, the Chief Financial Officer, the Chief Operating Compliance Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, the Secretary and the Treasurer, or any Vice Presidents (including Executive Vice Presidents and Senior Vice Presidents), Assistant TreasurerSecretaries, Managing DirectorsAssistant Treasurers or Controller of the Company, Directorunder its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or by facsimile, pdf. attachment or other electronically transmitted signature of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such SecuritiesSecurities and an Officers’ Certificate and Opinion of Counsel in accordance with Section 1.02, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Company Order may set forth procedures acceptable to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as permitted by Sections 2.01 interest rate, maturity date, date of issuance and 3.01, in date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to TIA Section 6.01, 315(a) through 315(d)) shall be fully protected in relying upon, ,
(a) an Opinion of Counsel stating,
(1i) that the form or forms of such Securities has have been established in conformity with the provisions of this Indenture;
(2ii) that the terms of such Securities have been established in conformity with the provisions of this Indenture; and
(3iii) that such Securities and the related GuaranteesSecurities, when completed by appropriate insertions and executed and delivered by the Securities are Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, (ii) to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and
(iiib) an implied covenant Officers’ Certificate stating, to the best of good faith the knowledge of the signers of such certificate, that no Event of Default with respect to any of the Securities shall have occurred and fair dealingbe continuing. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order, Opinion of Counsel or Officers’ Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security of such series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered at or before the time of issuance of the first Security of such series. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner which that is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and generality of the preceding paragraph of this Section 3.03foregoing, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall Trustee will not be necessary required to deliver authenticate Securities denominated in a Foreign Currency if the Officers’ Certificate of the Company otherwise required pursuant Trustee reasonably believes that it would be unable to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant perform its duties with respect to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedSecurities. Each Registered Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication authenticated substantially in the form provided for herein executed set out in Section 2.02 by the Trustee or an Authenticating Agent by manual signatureor electronic signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the global Securities and the Trustee as Depositary Custodian. The Company has entered or will enter into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by any the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, or the President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary Officer or Assistant Secretary one of the Company (or any sole or managing member Vice Presidents of the Company or Issuer, under the ultimate general partner, sole or managing member seal of such member)the Issuer reproduced thereon. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series series, executed by the Company Issuer to the Trustee for the Securities of such series for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, which Issuer Order shall set forth the number of separate Securities certificates, the principal amount of each of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the registered holder or each of such Securities and the Trustee delivery instructions, and such Trustee, in accordance with the Company Order Issuer Order, shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section 303 and Section 304, the form notation of a beneficial owner’s interest therein upon original issuance of such Security or terms upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner’s interest in such permanent Global Security. If all the Securities of any one series are not to be issued at one time and if a Board Resolution of the series have been established by or pursuant Issuer relating to one or more Company Resolutions or pursuant such Securities shall so permit, such Issuer Order may set forth procedures acceptable to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating the Trustee for the issuance of such Securities, including, without limitation, procedures with respect to interest rate, Stated Maturity, date of issuance and accepting the additional responsibilities under this Indenture in relation to such Securitiesdate from which interest, the Trustee shall be entitled to receive, and, subject to Section 6.01if any, shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteeaccrue. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03any contrary provision herein, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary for the Issuer to deliver the Board Resolution, Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 Sections 102 and 301 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein manually executed by the Trustee by manual signaturefor such Security or on its behalf pursuant to Section 614, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if In case any Security Securities shall have been authenticated and delivered hereunder authenticated, but never issued and sold not delivered, by the CompanyTrustee or the Authenticating Agent for such series then in office, any successor by merger, conversion or consolidation to such Trustee, or any successor Authenticating Agent, as the case may be, may adopt such authentication and deliver the Company Securities so authenticated with the same effect as if such successor Trustee or successor Authenticating Agent had itself authenticated such Securities. Each Depositary designated pursuant to Section 301 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 303 if the Trustee, being advised by counsel, determines that such Security to action may not lawfully be taken or if the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture good faith shall determine that such Security shall be deemed never action would expose the Trustee to have been authenticated and delivered hereunder and shall never be entitled personal liability to the benefits of this Indentureexisting Holders.
Appears in 1 contract
Sources: Indenture (Acadia Realty Trust)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the Board, a Vice Chairman, its President, Chairman, its Chief Executive Officer, Co-Chief Executive Officer, its Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its Treasurer or a Vice President and attested by its Secretary or one of its Assistant Secretary Secretaries. Coupons shall be executed on behalf of the Company (by the Treasurer or any sole or managing member Assistant Treasurer of the Company or the ultimate general partner, sole or managing member of such member)Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such SecuritiesSecurities or Coupons. At any time and from time to time on and/or after the execution and delivery of this Indenture, the Company may deliver Securities of Securities, together with any series Coupons appertaining thereto, executed by the Company Company, to the Trustee for authenticationauthentication and, together provided that the Board Resolution and Officers’ Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate or cause to be authenticated and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that an Opinion of Counsel to the effect that:
(a) the form or forms and the terms of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms and any Coupons have been established in conformity with the provisions of this Indenture; and
(3b) that such Securities and the related GuaranteesSecurities, together with any Coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Securities are Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, (ii) to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities and any Coupons; and
(iii2) an implied covenant Officers’ Certificate stating that, to the best knowledge of good faith the Persons executing such certificate, all conditions precedent to the execution, authentication and fair dealing. If delivery of such form or terms Securities and Coupons, if any, appertaining thereto, have been so establishedcomplied with, and no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. The Trustee shall not be required to authenticate such or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are being advised by counsel, determines that such action may not to lawfully be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedtaken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall also be dated the date of its authentication. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein contemplated under Section 2.2 or 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature, and such signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding Except as permitted by Section 3.6, the foregoing, if Trustee shall not authenticate and deliver any Bearer Security shall unless all Coupons appertaining thereto then matured have been authenticated detached and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturecancelled.
Appears in 1 contract
Sources: Indenture (Cit Group Inc)
Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by any one of the President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary Operations Officer or Assistant Corporate Secretary of the Company (Company, or if two or more persons share such office any sole or managing member of the Company or the ultimate general partner, sole or managing member one of such member)persons. The signature of any of these officers on the Securities or coupons may be the manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such SecuritiesSecurities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series together with any coupon appertaining thereto, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 3.01, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 3.04, the form notation of a beneficial owner’s interest therein upon original issuance of such Security or terms upon exchange of a portion of a temporary global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such permanent global Security. Except as permitted by Section 3.06, the Trustees shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Company Order may set forth procedures acceptable to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as permitted by Sections 2.01 interest rate, stated maturity, date of issuance and 3.01, in date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee Trustees shall be entitled to receive, and, and (subject to Section 6.01, Trust Indenture Legislation) shall be fully protected in relying upon, an Opinion of Counsel stating,:
(1a) that the form or forms of such Securities has and any coupons have been established in conformity with the provisions of this Indenture;
(2b) that the terms of such Securities and any coupons have been established in conformity with the provisions of this Indenture; and;
(3c) that such Securities and the related GuaranteesSecurities, together with any coupons appertaining thereto, when the Securities are authenticated completed by appropriate insertions and executed and delivered by the Trustee Company to the Trustees for authentication in accordance with this Indenture, authenticated and delivered by the Trustees, or either of them, in accordance with this Indenture and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, (ii) and to general equitable principles principles;
(d) that all laws and (iii) an implied covenant requirements in respect of good faith the execution and fair dealing. If delivery by the Company of such form or terms Securities, any coupons and of the supplemental indentures, if any, have been so establishedcomplied with and that authentication and delivery of such Securities and any coupons and the execution and delivery of the supplemental indentures, if any, by the Trustee Trustees will not violate the terms of the Indenture;
(e) that the Company has the corporate power to issue such Securities and any coupons, and has duly taken all necessary corporate action with respect to such issuance; and
(f) that the issuance of such Securities and any coupons will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to such counsel by which the Company is bound. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s Trustees’ own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedTrustees. Each Registered Security shall be dated the date of its authenticationauthentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 3.01. No Security or coupon shall be entitled entitle a Holder to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee Trustees for cancellation as provided in Section 3.093.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled entitle a Holder to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Pretium Resources Inc.)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company applicable Issuer and any Guarantees to be endorsed on the Securities shall be executed on behalf of the Guarantor by the Chairman of the Board, the President or one of the Vice Presidents of such Issuer or the Guarantor, as the case may be, under the corporate seal reproduced thereon and, in the case of the Company, attested by the Secretary or one of the Assistant Secretaries, as the case may be; provided, -------- however, that any Securities issued hereunder by the Subsidiary Issuers may be ------- executed by any Presidentauthorized officer or director thereof and may, Chairmanbut need not, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)be signed under a corporate seal. The signature of any of these officers on the Securities and any Guarantees, as the case may be, may be manual or facsimile. The notation of any Guarantees, endorsed on the Securities, shall be executed as provided in Section 13.02. Securities or any Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company applicable Issuer or the Guarantor, as the case may be, shall bind such Issuer or the CompanyGuarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or Guarantees or did not hold such offices at on the date of such SecuritiesSecurities or Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company applicable Issuer may deliver Securities of any series executed by such Issuer bearing the Company notation of any Guarantees pursuant to Article XIII or having any Guarantees endorsed thereon, as applicable, in each case executed by the Guarantor, to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such SecuritiesSecurities as provided in this Indenture and not otherwise. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Company Board Resolutions or pursuant to authority granted by one or more Company Resolutions supplemental indentures as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, ) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1a) that if the form of such Securities or any Guarantees has been established by or pursuant to Board Resolutions or indentures supplemental hereto as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture;
(2b) if the terms of such Securities or any Guarantees have been established by or pursuant to Board Resolutions or indentures supplemental hereto as permitted by Section 3.01, that the such terms have been established in conformity with the provisions of this Indenture; and
(3c) that such Securities and the related Guaranteesany Guarantees thereof, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company applicable Issuer and the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of such Issuer and the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, (ii) and to general equitable principles and (iii) an implied covenant of good faith and fair dealingequity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities Securities, the Guarantees and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security or Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signaturesignature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security or Guarantee has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute delivery of any Guarantees endorsed or noted thereon on behalf of the Guarantor. The Guarantor by its execution of this Indenture hereby authorizes the applicable Subsidiary Issuer, in the name and on behalf of the Guarantor, to confirm the applicable Guarantees to the Holder of each Security authenticated and delivered hereunder by its execution and delivery of each such Security, with such Guarantees noted or endorsed thereon, authenticated and delivered by the Trustee. When delivered pursuant to the provisions of Section 3.03 hereof, only Guarantees endorsed or noted on the Securities shall bind the Guarantor notwithstanding the fact that the Guarantees do not bear the signature of the Guarantor.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by any President, Chairman, one of the Issuer’s Chief Executive Officer, Co-Chief Executive Operating Officer, Chief Financial Officer, Chief Operating OfficerPresident, General CounselVice President, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Treasurer or Secretary or Assistant Secretary of the Company (or any sole Person designated by one of them in writing as authorized to execute and deliver Securities or managing member any Person designated by the Board of Directors as authorized to execute and deliver Securities), and delivered to the Company or the ultimate general partner, sole or managing member of such member)Trustee. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series executed by the Company Issuer to the Trustee for authentication, together with a Company Issuer Order for the authentication and delivery of such Securities, and the Trustee Trustee, in accordance with the Company Issuer Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Board Resolutions or pursuant to authority granted by one or more Company Resolutions other appropriate Issuer authorization as permitted by Sections 2.01 201 and 3.01301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 601) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Operating Partnership by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary the Chairman of the Company (or any sole or managing member Board, the Vice Chairman of the Company Board, the President or one of the ultimate Vice Presidents of the Guarantor, as the sole general partner, sole or managing member partner of such member)the Operating Partnership. The signature of any of these officers on the Securities may be manual or facsimile. The Guaranty shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guaranty may be manual or facsimile. Securities and the Guaranty bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company Operating Partnership or the Guarantor, as applicable, shall bind the CompanyOperating Partnership and the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such SecuritiesSecurities or the Guaranty. At any time and from time to time after the execution and delivery of this Indenture, the Company Operating Partnership may deliver Securities of any series executed by the Company Operating Partnership to the Trustee for authentication, together with a Company an Operating Partnership Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Operating Partnership Order shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guaranty on behalf of the Guarantor. If the form forms or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, ) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that if the form forms of such Securities has have been established by or pursuant to Board Resolution of the Operating Partnership as permitted by Section 2.01, that such forms have been established in conformity with the provisions of this Indenture;
(2) if the terms of such Securities have been established by or pursuant to Board Resolution of the Operating Partnership as permitted by Section 3.01, that the such terms have been established in conformity with the provisions of this Indenture; and;
(3) that such Securities and the related GuaranteesSecurities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company Operating Partnership in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, Operating Partnership enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generallyand to general equity principles; and
(4) that the Guaranty, (ii) when executed by duly authorized signatories of the Guarantor and issued by the Guarantor in the manner and subject to any and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Guarantor enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general equitable principles applicability relating to or affecting creditors’ rights and (iii) an implied covenant of good faith and fair dealingto general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which that is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the two preceding paragraph of this Section 3.03paragraphs, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Officer’s Certificate of the Company Operating Partnership otherwise required pursuant to Section 3.01 or the Company Operating Partnership Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 such preceding paragraphs at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or the Guaranty or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the CompanyOperating Partnership, and the Company Operating Partnership shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by any President, Chairman, its Chief Executive Officer, Co-Chief Executive Officerits President, Chief Financial Officer, its Chief Operating Officer, General Counsel, its Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Financial Officer or any of its Vice Presidents and attested by its Secretary or any of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such SecuritiesSecurities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, together with any coupon appertaining thereto, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the form notation of a beneficial owner’s interest therein upon original issuance of such Security or terms upon exchange of a portion of a temporary global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such permanent global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Company Order may set forth procedures acceptable to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as permitted by Sections 2.01 interest rate, maturity date, date of issuance and 3.01, in date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Form of Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, and shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Medallion Financial Corp)
Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed on behalf of the Company by any one of its Chairman, President, Chairmanany Vice President, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, its Treasurer or an Assistant Treasurer, Managing Directors, Director, Treasurer of the Company and attested by the Secretary or an Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Company. The signature of any of these officers on the Securities may be manual or facsimile. .
(b) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. .
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a or preceded by one or more Company Order Orders for the authentication and delivery of such Securities, and the Trustee in accordance with the any such Company Order shall authenticate and deliver such Securities. If The Securities shall be issued in series. Such Company Order shall specify the following with respect to each series of Securities: (i) any limitations on the aggregate principal amount of the Securities to be issued as part of such series, (ii) the Original Issue Date or Dates for such series, (iii) the stated maturity of such series, (iv) the interest rate or rates, or method of calculation of such rate or rates, for such series, (v) the terms, if any, regarding the optional or mandatory redemption of such series, including redemption date or dates of such series, if any, and the price or prices applicable to such redemption (including any premium), (vi) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities may be repaid, in whole or in part, at the option of the Holder thereof, (vii) whether or not the Securities of such series shall be issued in whole or in part in the form or terms of a Global Security and, if so, the Depository for such Global Security, (viii) the designation of such series, (ix) if the form of the Securities of such series is not as described in EXHIBIT A OR EXHIBIT B hereto, the series have been established by form of the Securities of such series, (x) the maximum annual interest rate, if any, of the Securities permitted for such series, (xi) any other information necessary to complete the Securities of such series, (xii) the establishment of any office or agency pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such SecuritiesSection 5.2 hereof, and (xiii) any other terms of such series not inconsistent with this Indenture. Prior to authenticating Securities of any series, and in accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receivereceive from the Company the following at or before the issuance of the initial Security of such series of Securities, and, and (subject to Section 6.01, 8.1 hereof) shall be fully protected in relying upon:
(1) A Board Resolution authorizing such Company Order or Orders and, if the form of Securities is established by a Board Resolution or a Company Order pursuant to a Board Resolution, a copy of such Board Resolution;
(2) an Opinion of Counsel stating,stating substantially the following subject to customary qualifications and exceptions:
(1A) that if the form of Securities has been established by or pursuant to a Board Resolution, a Company Order pursuant to a Board Resolution, or in a supplemental indenture as permitted by Section 2.1 hereof, that such Securities form has been established in conformity with the provisions of this Indenture;
(2B) that the terms have Indenture has been established duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in conformity accordance with its terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of this the Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in the Indenture; and;
(3C) that the Indenture is qualified to the extent necessary under the TIA;
(D) that such Securities have been duly authorized and executed by the related GuaranteesCompany, and when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of this Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in this Indenture;
(E) that the issuance of the Securities will not result in any default under this Indenture, or any other contract, indenture, loan agreement or other instrument to which the Company is a party or by which it or any of its property is bound; and
(F) that all consents or approvals of the Minnesota Public Utilities Commission (or any successor agency) and of any other federal or state regulatory agency required in connection with the Company's execution and delivery of this Indenture and such series of Securities have been obtained and not withdrawn (except that no statement need be made with respect to state securities laws).
(3) an Officer's Certificate stating that (i) the effects Company is not, and upon the authentication by the Trustee of bankruptcythe series of Securities, insolvencywill not be in default under any of the terms or covenants contained in the Indenture, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms all conditions that must be met by the Company to issue Securities under this Indenture have been so established, the met.
(d) The Trustee shall not be required have the right to decline to authenticate such Securities and deliver any Security:
(1) if the issue issuance of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which that is not reasonably acceptable to the Trustee. Notwithstanding ;
(2) if the provisions Trustee, being advised by counsel, determines that such action may not lawfully be taken; or
(3) if the Trustee in good faith by its Board of Section 3.01 and Directors, executive officers or a trust committee of directors and/or responsible officers determines that such action would expose the preceding paragraph Trustee to personal liability to Holders of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. any outstanding Securities.
(e) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture.
(f) If all Securities of a series are not to be authenticated and issued at one time, the Company shall not be required to deliver the Company Order, Board Resolutions, Officers' Certificate and Opinion of Counsel (including any such that would be otherwise required pursuant to Section 14.5 hereof) described in Section 2.5(c) hereof at or prior to the authentication of each Security of such series, if such items are delivered at or prior to the time of authentication of the first Security of such series to be authenticated and issued. If all of the Securities of a series are not authenticated and issued at one time, for each issuance of Securities after the initial issuance of Securities, the Company shall be required only to deliver to the Trustee the Security and a written request (executed by one of the Chairman, the President, any Vice President, the Treasurer, or an Assistant Treasurer, and the Secretary or an Assistant Secretary of the Company) to the Trustee to authenticate such Security and to deliver such Security in accordance with the instructions specified by such request. Any such request shall constitute a representation and warranty by the Company that the statements made in the Officers' Certificate delivered to the Trustee prior to the authentication and issuance of the first Security of such series are true and correct on the date thereof as if made on and as of the date thereof.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the Board, its President, Chairmana Vice Chairman of the Board, Chief Executive Officer, Co-Chief Executive Officer, its Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Officer or one of its Executive Vice Presidents and by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature signatures of any or all of these officers on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Company's Chairman of the Board, its President, a Vice Chairman of the Board, its Chief Financial Officer, one of its Executive Vice Presidents or the Treasurer. Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, together with any coupons appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with shall, upon receipt of the Company Order shall Order, authenticate and deliver such SecuritiesSecurities as in this Indenture provided and not otherwise; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided, further, that a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have delivered to the Trustee, or such other Person as shall be specified in a temporary Global Security delivered pursuant to Section 3.04, a certificate in the form required by Section 3.11(i). If the form or terms of Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the series have been established by or pursuant to form of one or more Global Securities in registered or permanent bearer form, then the Company Resolutions shall execute and the Trustee shall, in accordance with this Section and a Company Order for the authentication and delivery of such Global Securities with respect to such series, authenticate and deliver one or pursuant more Global Securities in permanent or temporary form that (i) shall represent and shall be denominated in an aggregate amount equal to authority granted the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Company Resolutions as permitted by Sections 2.01 and 3.01Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary and (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions. Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 8.01) shall be fully protected in relying upon, an Opinion of Counsel stating,
complying with Section 1.02 and stating that, 17 (1i) that the form of such Securities and coupons, if any, has been established in conformity with the provisions of this Indenture;
; (2ii) that the terms of such Securities and coupons, if any, or the manner of determining such terms have been established in conformity with the provisions of this Indenture; and
(3iii) that such Securities and the related Guaranteescoupons, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, (ii) and to general equitable principles of equity; and (iiiiv) an implied covenant of good faith and fair dealingsuch other matters as the Trustee may reasonably request. If such form or terms have been so established, the The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture thereof will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Board Resolution or Officers’ ' Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedissued and such documents reasonably contemplate the issuance of all Securities of such series; provided that any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company that as of the date of such request, the statements made in the Officers' Certificate or other certificates delivered pursuant to Sections 1.02 and 3.01 shall be true and correct as if made on such date. A Company Order, Officers' Certificate or Board Resolution or supplemental indenture delivered by the Company to the Trustee in the circumstances set forth in the preceding paragraph may provide that Securities which are the subject thereof will be authenticated and delivered by the Trustee or its agent on original issue from time to time in the aggregate principal amount, if any, established for such series pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order upon the telephonic, electronic or written order of Persons designated in such Company Order, Officers' Certificate, supplemental indenture or Board Resolution and that such Persons are authorized to determine, consistent with such Company Order, Officers' Certificate, supplemental indenture or Board Resolution, such terms and conditions of said Securities as are specified in such Company Order, Officers' Certificate, supplemental indenture or Board Resolution. Each Registered Security shall be dated the date of its authentication; and unless otherwise specified as contemplated by Section 3.01, each Bearer Security and any temporary Global Security referred to in Section 3.04 shall be dated as of the date of original issuance of such Security. No Security or coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Except as permitted by Section 3.06, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. Notwithstanding the foregoing, if any Security or portion thereof shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes 3.09 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of this Indenture Counsel) stating that such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.18
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities and the Guarantees to be noted or endorsed on the Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary director of the Company (or any sole or managing member Company, and on behalf of the Company or Guarantor by any director of the ultimate general partner, sole or managing member of such member)Guarantor. The signature of any of these persons on the Securities and the Guarantees, as the case may be, may be the manual or facsimilefacsimile signatures of the present or any future such director or officer and may be imprinted or otherwise reproduced on the Securities. If Article Sixteen is to be applicable to the Securities of any series, established as contemplated by Section 301, then the Guarantees noted or endorsed on the Securities of such series shall be executed as provided in Section 1602. Securities or any Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper Officers directors or officers of the Company or the Guarantor, as the case may be, shall bind the CompanyCompany or the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or Guarantee or did not hold such offices at the date of such SecuritiesSecurities or such Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, executed by the Company Company, having Guarantees noted or endorsed thereon executed by the Guarantor, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent global Security, then, for purposes of this Section and Section 304, the form notation of a beneficial owner’s interest therein upon original issuance of such Security or terms upon exchange of a portion of a temporary global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such permanent global Security. If not all the Securities of any series are to be issued at one time and if the Board Resolution, Officer’s Certificate or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Company Order may set forth procedures acceptable to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as permitted by Sections 2.01 interest rate, stated maturity, date of issuance and 3.01, in date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receivegiven, and, and (subject to Section 6.01, TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.:
Appears in 1 contract
Sources: Indenture (Sasol Financing USA LLC)
Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by any President, Chairmanits Chairman of the Board, Chief Executive Officer, Co-Chief Executive OfficerPresident, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, one of its Vice Presidents or its Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature on the Securities of any of these officers may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series series, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, Debt Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such Debt Securities. If all the form or terms of the Debt Securities of the any one series have been established by are not to be issued at one time and if a Board Resolution or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation supplemental indenture relating to such Securitiesseries shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities such as interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. If any Debt Security shall be represented by a permanent Global Note, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s interest therein upon original issuance of such Debt Security or upon exchange of a portion of a temporary Global Note shall be deemed to be delivery in connection with the original issuance of such beneficial owner’s interest in such permanent Global Note. The Trustee shall be entitled to receive, and, and (subject to Section 6.01, ) shall be fully protected in relying upon, prior to the authentication and delivery of the Debt Securities of such series, (i) the supplemental indenture or the Board Resolution by or pursuant to which the form and terms of such Debt Securities have been approved and (ii) an Opinion of Counsel stating,substantially to the effect that:
(1) that all instruments furnished by the form Company to the Trustee in connection with the authentication and delivery of such Debt Securities has conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities;
(2) the forms and terms of such Debt Securities have been established in conformity with the provisions of this Indenture;
(23) in the event that the forms or terms of such Debt Securities have been established in conformity with a supplemental indenture, the provisions execution and delivery of this Indenture; and
(3) that such Securities and supplemental indenture has been duly authorized by all necessary corporate action of the related GuaranteesCompany, when the Securities are authenticated by the Trustee and issued such supplemental indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding obligation enforceable against the Company in the manner and accordance with its terms, subject to any conditions specified applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
(4) the execution and delivery of such Opinion of Counsel, will constitute valid and legally binding obligations Debt Securities have been duly authorized by all necessary corporate action of the Company and each Guarantorsuch Debt Securities have been duly executed by the Company and, respectivelyassuming due authentication by the Trustee and delivery by the Company, are valid and binding obligations enforceable against the Company and each Guarantor, respectively, in accordance with their terms, entitled to the benefit of the Indenture, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or affecting creditors’ rights generallygenerally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding in equity or at law) general equitable principles and subject to such other exceptions as counsel shall request and as to which the Trustee shall not reasonably object; and
(iii5) an implied covenant the amount of good faith Debt Securities Outstanding of such series, together with the amount of such Debt Securities, does not exceed any limit established under the terms of this Indenture on the amount of Debt Securities of such series that may be authenticated and fair dealingdelivered. If such form or terms have been so established, the The Trustee shall not be required to authenticate such Debt Securities if the issue issuance of such Debt Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Registered Security shall be dated the date of its authentication. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the form forms provided for herein duly executed by the Trustee or by manual signaturean Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.093.08 together with a written statement (which need not comply with Section 1.02) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Subordinated Debt Indenture (Scotts Miracle-Gro Co)
Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by any Presidentits Chairman of the Board, a Vice Chairman, its Chief Executive Officer, Co-Chief Executive Officer, its Chief Financial Officer, its Chief Operating Officer, General Counselits President, Chief Risk Officer, Chief Accounting Officer, one of its Vice Presidents or its Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities of any of these officers may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series series, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, Debt Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such Debt Securities. If all the form Debt Securities of any one series are not to be issued at one time and if a Board Resolution or terms the Officers’ Certificate or other document pursuant to a Board Resolution or supplemental indenture relating to such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities and for the determination of the Securities terms thereof, such as interest rate, Stated Maturity, date of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 issuance and 3.01date from which interest, in authenticating such Securitiesif any, and accepting the additional responsibilities under this Indenture in relation to such Securities, the shall accrue. The Trustee shall be entitled to receive, and, and (subject to Section 6.01, 6.1) shall be fully protected in relying upon, prior to the authentication and delivery of the Debt Securities of such series, (i) the supplemental indenture or the Board Resolution by or pursuant to which the form and terms of such Debt Securities have been approved and (ii) an Opinion of Counsel stating,substantially to the effect that:
(1) that the form Company Order furnished by the Company to the Trustee in connection with the authentication and delivery of such Debt Securities has been established in conformity conforms to the requirements of this Indenture and constitutes sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities;
(2) the forms and terms (or, if applicable, the manner of determining the terms) of such Debt Securities are consistent with the provisions of this Indenture;
(23) in the event that the forms or terms of such Debt Securities have been established in conformity with a supplemental indenture, the provisions execution and delivery of this Indenture; and
(3) that such Securities and supplemental indenture has been duly authorized by all necessary corporate action of the related GuaranteesCompany, when the Securities are authenticated by the Trustee and issued such supplemental indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding obligation enforceable against the Company in the manner accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to any conditions specified in such Opinion other exceptions as counsel shall conclude do not materially affect the rights of Counsel, will constitute valid the Holders of such Debt Securities; and
(4) the execution and legally binding obligations delivery of such Debt Securities have been duly authorized by all necessary corporate action of the Company and each Guarantorsuch Debt Securities (if to be issued at the time of delivery of such Company Order) have been duly executed and delivered by the Company and, respectivelyassuming due authentication by the Trustee and execution and delivery by the Company (if to be issued after delivery of such Company Order in accordance with the foregoing procedures), are valid and binding obligations enforceable against the Company and each Guarantor, respectively, in accordance with their terms, entitled to the benefit of the Indenture, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or affecting creditors’ rights generallygenerally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding in equity or at law) general equitable principles and subject to such other exceptions as counsel shall conclude do not materially affect the rights of the Holders of such Debt Securities; and
(iii5) an implied covenant the amount of good faith Debt Securities Outstanding of such series, together with the amount of such Debt Securities, does not exceed any limit established under the terms of this Indenture on the amount of Debt Securities of such series that may be authenticated and fair dealingdelivered. If such form or terms have been so established, the The Trustee shall not be required to authenticate such Debt Securities if the issue issuance of such Debt Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Each Debt Security shall be dated the date of its authentication. Notwithstanding the provisions of Section 3.01 3.1 and of the preceding paragraph of this Section 3.03paragraphs, if all Debt Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Board Resolution or any Officers’ Certificate of the Company or other document pursuant to a Board Resolution otherwise required pursuant to Section 3.01 3.1 or the Company Order Order, the Officers’ Certificate and Opinion of Counsel otherwise required pursuant to this Section 3.03 such preceding paragraphs or Sections 1.2 and 2.1 at or prior to the authentication of each Debt Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Debt Security of such series to be issued. Each Security shall With respect to Debt Securities of a series that are not to be dated originally issued at one time, the date Trustee may rely, as to the authorization by the Company of its authenticationany of such Debt Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Debt Securities of such series. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the form forms provided for herein duly executed by an authorized officer of the Trustee or by manual signaturean Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.093.8 together with a written statement (which need not comply with Section 1.2) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee shall act as custodian for the Depositary for any Global Note.
Appears in 1 contract
Sources: Indenture (Sigma Aldrich Corp)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary two of its Directors or Assistant Secretary its attorneys in fact in accordance with its Bylaws. The Guaranty on the Securities shall be endorsed on behalf of the Company (Guarantor by any two of its Directors or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)its attorneys in fact in accordance with its Bylaws. The signature of any of these officers on the Securities or the Guaranty may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. Guaranties bearing the manual or facsimile endorsement of individuals who were at any time the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of Securities bearing such endorsement or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and properly endorsed by the Guarantor to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 2.1 and 3.013.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that 3.3.1 if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture;
(2) 3.3.2 if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that the such terms have been established in conformity with the provisions of this Indenture; and;
(3) 3.3.3 that such Securities and the related GuaranteesSecurities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generallyand to general equity principles; and
3.3.4 that the Guaranty, (ii) when the Securities upon which it shall have been endorsed shall have been authenticated and delivered by the Trustee and when properly endorsed by the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Guarantor enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general equitable principles applicability relating to or affecting creditors' rights and (iii) an implied covenant of good faith and fair dealingthe general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if if, in the opinion of counsel to the Trustee, the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the TrusteeIndenture. Notwithstanding the provisions of Section 3.01 3.1 and of the preceding paragraph of this Section 3.03paragraph, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ ' Certificate of the Company otherwise required pursuant to Section 3.01 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedissued and in that case the Trustee may rely, as to the authorization by the Company and the Guarantor of any of such Securities and the Guaranty, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.8, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Vale Overseas LTD)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the Board, a Vice Chairman, its President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its Treasurer or a Vice President under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretary Secretaries. Coupons shall be executed on behalf of the Company (by the Treasurer or any sole or managing member Assistant Treasurer of the Company or the ultimate general partner, sole or managing member of such member)Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the CompanyCompany and the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such SecuritiesSecurities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of Securities, together with any series Coupons appertaining thereto, executed by the Company Company, to the Trustee for authenticationauthentication and, together provided that the Board Resolution and Officer's Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that an Opinion of Counsel to the effect that:
(a) the form or forms and terms of such Securities has and Coupons, if any, have been established in conformity with the provisions of this Indenture;
(2b) that all conditions precedent to the terms authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been established in conformity complied with the provisions of this Indenture; and
(3) and that such Securities and the related GuaranteesCoupons, when completed by appropriate insertions, executed under the Securities are Company's corporate seal and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for authentication pursuant to this Indenture, and authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legally valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, except as enforcement thereof may be subject to (i) the effects of or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, reorganization, moratorium and fraudulent transfer or other similar laws relating to or affecting creditors’ ' rights generally, and subject to general principles of equity (iiregardless of whether enforcement is sought in a proceeding in equity or at law) general and will entitle the Holders thereof to the benefits of this Indenture, including the Guarantee; such Opinion of Counsel need express no opinion as to the availability of equitable principles remedies;
(c) all laws and (iii) an implied covenant requirements in respect of good faith the execution and fair dealing. If such form or terms have been so established, delivery by the Trustee shall not be required to authenticate such Securities if the issue Company of such Securities pursuant to and Coupons, if any, have been complied with; and
(d) this Indenture will adversely affect the Trustee’s own rights, duties or immunities has been qualified under the Trust Indenture Act; and
(2) an Officer's Certificate and a Guarantor's Officer's Certificate, in each case stating that, to the best knowledge of the Persons executing such certificate, all conditions precedent to the execution, authentication and delivery of such Securities and this Indenture Coupons, if any, appertaining thereto, have been complied with, and no event which is, or otherwise in a manner which is not reasonably acceptable after notice or lapse of time would become, an Event of Default with respect to the Trustee. Notwithstanding the provisions of Section 3.01 and any of the preceding paragraph of this Section 3.03, if Securities shall have occurred and be continuing. If all the Securities of a any series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to this Section 3.03 and an Officer's Certificate and Guarantor's Officer's Certificate at or prior to the authentication time of issuance of each Security of Security, but such series if such documents are opinion and certificates, with appropriate modifications, shall be delivered at or prior to before the authentication upon original time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be issued. Each Security shall be dated a certification by the date of its authentication. No Security shall be entitled to any benefit under Company and the Guarantor that all conditions precedent provided for in this Indenture or be valid or obligatory for any purpose unless there appears on relating to authentication and delivery of such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never Securities continue to have been authenticated complied with and delivered hereunder and shall never be entitled that no Event of Default with respect to any of the benefits of this IndentureSecurities has occurred or is continuing.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The An Officer of the Issuer shall execute the Securities by manual, facsimile or Adobe .pdf signature in the name and on behalf of the Issuer. Any notation of Guarantee on the Securities shall be executed on behalf of the Company applicable Subsidiary Guarantor by any Presidentan Officer by manual, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary facsimile or Assistant Secretary of Adobe .pdf signature in the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member name and on behalf of such member). The signature on the Securities may be manual or facsimileSubsidiary Guarantor. Securities and any notation of Guarantee bearing the manual manual, facsimile, or facsimile Adobe .pdf signatures of individuals who were at any time the proper Officers officers of the Company Issuer or a Subsidiary Guarantor, as the case may be, shall bind the CompanyIssuer or such Subsidiary Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. A Security shall not be valid until authenticated by the manual, facsimile or Adobe .pdf signature of the Trustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series executed by the Company Issuer to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities. If Securities upon the form Trustee’s receipt of the following (upon which the Trustee shall be fully protected in relying, subject to Section 7.02):
(1) the Board Resolution, supplemental indenture or Officer’s Certificate establishing the terms of the Securities of the series have been established by or that Series pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture2.02;
(2) that an Officer’s Certificate complying with Sections 11.04 and 11.05 (which may be part of or separate from any Officer’s Certificate pursuant to the terms have been established in conformity with the provisions of this Indenturepreceding clause (1)); and
(3) an Opinion of Counsel complying with Sections 11.04 and 11.05 stating that such Securities and the related Guaranteeshave been duly authorized and, when the Securities are authenticated completed by the Trustee appropriate insertions and issued executed and delivered by the Company Issuer to the Trustee for authentication in accordance with this Indenture, issued by the Issuer in the manner and subject to any reasonable conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyIssuer, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, (ii) to general equitable principles and (iii) an implied covenant to such other customary assumptions and qualifications; and such Opinion of good faith Counsel shall also state that the authentication and fair dealingdelivery of such Securities by the Trustee in accordance with the directions of the Issuer so to do, and the Issuer’s execution and delivery of the Securities of such Series, will comply with the terms of this Indenture. If such form or terms have been so establishedNotwithstanding the foregoing, the Trustee shall have the right to decline to authenticate and deliver any Security:
(1) if the Trustee, being advised by counsel, determines that such action may not be required to authenticate such Securities lawfully taken;
(2) if the issue Trustee in good faith determines that such action would expose the Trustee to personal liability to Holders of any outstanding Securities; or
(3) if the Trustee determines that such Securities pursuant to this Indenture will adversely action would affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signatureor facsimile signature of an authorized signatory, and such certificate and signature upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding The Trustee’s certificate of authentication shall be in substantially the foregoingfollowing form: This is one of the Securities referred to in the within-mentioned Indenture. U.S. Bank National Association, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the as Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such By: Authorized Signatory Each Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to dated the benefits date of this Indentureits authentication.
Appears in 1 contract
Sources: Indenture (Physicians Realty L.P.)
Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed on behalf of the Company by any one of its Chairman, President, Chairmanany Vice President, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, its Treasurer or an Assistant Treasurer, Managing Directors, Director, Treasurer of the Company and attested by the Secretary or an Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Company. The signature of any of these officers on the Securities may be manual or facsimile. .
(b) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. .
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a or preceded by one or more Company Order Orders for the authentication and delivery of such Securities, and the Trustee in accordance with the any such Company Order shall authenticate and deliver such Securities. If The Securities shall be issued in series. Such Company Order shall specify the following with respect to each series of Securities: (i) any limitations on the aggregate principal amount of the Securities to be issued as part of such series, (ii) the Original Issue Date or Dates for such series, (iii) the stated maturity or maturities of such series, (iv) the interest rate or rates, or method of calculation of such rate or rates, for such series and extent to which Additional Interest or other interest, if any, shall be payable, the date or dates from which such interest shall accrue, and the rights, if any, of the Company to defer or extend an Interest Payment Date, (v) the terms and conditions, if any, regarding the optional or mandatory redemption of such series, including redemption date or dates of such series, if any, and the price or prices applicable to such redemption (including any premium), (vi) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities may be repaid, in whole or in part, at the option of the Holder thereof, (vii) whether or not the Securities of such series shall be issued in whole or in part in the form or terms of a Global Security and, if so, the Depository for such Global Security, (viii) the designation of such series (which shall distinguish the Securities of the series have been established by from all other Securities and which shall include the word “subordinated” or a work of like meaning), (ix) if the form of the Securities of such series is not as described in Exhibit A or Exhibit B hereto, the form of the Securities of such series, (x) the maximum annual interest rate, if any, of the Securities permitted for such series, (xi) any other information necessary to complete the Securities of such series, (xii) the establishment of any office or agency pursuant to one Section 5.2 hereof, (xiii) any deletions from, modifications of or more additions to the Events of Default or covenants of the Company Resolutions or pursuant with respect to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating any of such series of Securities, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein, (xiv) whether any Securities of such series are subject to any securities law or other restrictions on transfer, (xv) any deletions from, modifications or additions to the provisions of Article IV in respect of the Securities of such series, (xvi) any covenant limiting the declaration or payment of dividends or distributions on, or redemptions, purchases, acquisitions or liquidation payments with respect to, shares of the Company’s Capital Stock and (xvii) any other terms of such series not inconsistent with this Indenture. The Securities of all series shall be subordinate to Senior Indebtedness of the Company as provided in Article XIV. The applicable Board Resolution, Company Order or supplemental indenture may provide that Securities of any particular series may be issued at various times, with different dates on which the principal or any installment of principal is payable, with different rates of interest, if any, or different methods by which interest may be determined, with different dates from which such interest shall accrue, with different dates on which such interest may be payable or with any different terms other than Events of Default but all such Securities of a particular series shall for all purposes under this Indenture including, but not limited to, voting and Events of Default, be treated as Securities of a single series. 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 up to the maximum aggregate principal amount authorized with respect to such series as increased. Prior to authenticating Securities of any series, and in accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receivereceive from the Company the following at or before the issuance of the initial Security of such series of Securities, and, and (subject to Section 6.01, 8.1 hereof) shall be fully protected in relying upon:
(1) A Board Resolution authorizing such Company Order or Orders and, if the form of Securities is established by a Board Resolution or a Company Order pursuant to a Board Resolution, a copy of such Board Resolution;
(2) an Opinion of Counsel stating,stating substantially the following subject to customary qualifications and exceptions:
(1A) that if the form of Securities has been established by or pursuant to a Board Resolution, a Company Order pursuant to a Board Resolution, or in a supplemental indenture as permitted by Section 2.1 hereof, that such Securities form has been established in conformity with the provisions of this Indenture;
(2B) that the terms have Indenture has been established duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in conformity accordance with its terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of this the Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in the Indenture; and;
(3C) that such Securities have been duly authorized and executed by the related GuaranteesCompany, and when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of this Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in this Indenture; and
(D) that the issuance of the Securities will not result in any default under this Indenture.
(3) an Officers’ Certificate stating that (i) the effects Company is not, and upon the authentication by the Trustee of bankruptcythe series of Securities, insolvencywill not be in default under any of the terms or covenants contained in the Indenture, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms all conditions that must be met by the Company to issue Securities under this Indenture have been so established, the met.
(d) The Trustee shall not be required have the right to decline to authenticate such Securities and deliver any Security:
(1) if the issue issuance of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which that is not reasonably acceptable to the Trustee. Notwithstanding ;
(2) if the provisions Trustee, being advised by counsel, determines that such action may not lawfully be taken; or
(3) if the Trustee in good faith by its Board of Section 3.01 and Directors, executive officers or a trust committee of directors and/or responsible officers determines that such action would expose the preceding paragraph Trustee to personal liability to Holders of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. any outstanding Securities.
(e) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture.
(f) If all Securities of a series are not to be authenticated and issued at one time, the Company shall not be required to deliver the Company Order, Board Resolutions, Officers’ Certificate and Opinion of Counsel (including any such that would be otherwise required pursuant to Section 15.5 hereof) described in Section 2.5(c) hereof at or prior to the authentication of each Security of such series, if such items are delivered at or prior to the time of authentication of the first Security of such series to be authenticated and issued. If all of the Securities of a series are not authenticated and issued at one time, for each issuance of Securities after the initial issuance of Securities, the Company shall be required only to deliver to the Trustee the Security and a written request (executed by one of the Chairman, the President, any Vice President, the Treasurer, or an Assistant Treasurer, and the Secretary or an Assistant Secretary of the Company) to the Trustee to authenticate such Security and to deliver such Security in accordance with the instructions specified by such request. Any such request shall constitute a representation and warranty by the Company that the statements made in the Officers’ Certificate delivered to the Trustee prior to the authentication and issuance of the first Security of such series are true and correct on the date thereof as if made on and as of the date thereof.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. (a) The Securities Notes shall be executed on behalf of the Company by any President, one of its Chairman, Chief Executive Officer, Co-Chief Executive OfficerPresident, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, or any Vice President and by its Treasurer or an Assistant Treasurer, Managing Directors, Director, Treasurer or the Secretary or an Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Company. The signature of any of these officers on the Securities Notes may be manual or facsimile. Securities Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Note that has been duly authenticated and delivered by the Trustee.
(b) Notes bearing the manual or facsimile signatures of individuals who were at any the time of execution the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Notes or did not hold such offices at the date of such Securities. Notes.
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Notes of any series executed by the Company to the Trustee for authentication, together with a or preceded by one or more Company Order Orders for the authentication and delivery of such SecuritiesNotes, and the Trustee in accordance with the any such Company Order shall authenticate and make available for delivery such Notes; provided, however, that, with respect to Notes of a series subject to a Periodic Offering, (A) such Company Order may be delivered by the Company to the Trustee prior to the delivery to the Trustee of such Notes for authentication and delivery, (B) the Trustee shall authenticate and deliver Notes of such Securities. If series for original issue from time to time, in an aggregate principal amount not exceeding the form or terms of the Securities of the series have been aggregate principal amount established by for such series, all pursuant to a further Company Order or pursuant to one such procedures acceptable to the Trustee as may be specified from time to time by such further Company Order, (C) the Stated Maturity or more Maturities, Original Issue Date or Dates, interest rate or rates and any other terms of Notes of such series shall be determined by such further Company Resolutions Order, a supplemental indenture, or pursuant to authority granted by one such procedures and (D) if provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or more electronic instructions from the Company Resolutions or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Such Company Order or a supplemental indenture shall specify the following with respect to each series of Notes: (i) the title of the Notes of such series (which shall distinguish the Notes of such series from Notes of all other series) and any limitations on the aggregate principal amount of the Notes to be issued as part of such series, (ii) the Original Issue Date for such series, (iii) the Stated Maturity of Notes of such series, (iv) the interest rate or rates, or method of calculation of such rate or rates, for such series and the date from which such interest will accrue, and the right, if any, to extend or defer interest payments and the duration of such extension or deferral, as set forth in Section 2.15 hereof, (v) the terms, if any, regarding the optional or mandatory redemption of such series, including redemption date or dates of such series, if any, and the price or prices applicable to such redemption, (vi) whether or not the Notes of such series shall be issued in whole or in part in the form of a Global Note and, if so, the Depositary for such Global Note if not DTC, (vii) the form of the Notes of such series, (viii) the maximum annual interest rate, if any, of the Notes permitted by Sections 2.01 for such series, (ix) the period or periods within which, the price or prices at which and 3.01the terms and conditions upon which such series may be repaid, in authenticating whole or in part, at the option of the Holder thereof, (x) the establishment of any office or agency pursuant to Section 6.02 hereof, (xi) any Events of Default, in addition to those specified in Section 8.01 hereof or any changes to such SecuritiesEvents of Default, with respect to the Notes of such series, and any covenants of the Company for the benefit of the Holders of the Notes of such series in addition to those set forth in Articles VI and XII hereof or any changes to such covenants with respect to the Notes of such series, (xii) the terms, if any, pursuant to which the Notes of such series may be converted into or exchanged for shares of capital stock or other securities of the Company, (xiii) any amendment or modification to, or the inapplicability of, the subordination provisions in Article XV hereof, (xiv) the terms, if any, pursuant to which the Notes of such series may be remarketed, and (xv) any other terms of such series not inconsistent with this Indenture. With respect to Notes of a series subject to a Periodic Offering, such Company Order or supplemental indenture may provide general terms or parameters for Notes of such series and provide either that the specific terms of particular Notes of such series shall be specified in a further Company Order or supplemental indenture or that such terms shall be determined by the Company or its agents in accordance with such further Company Order or supplemental indenture as contemplated by the proviso of the first sentence of this Section 2.05(c). Prior to authenticating Notes of any series, and in accepting the additional responsibilities under this Indenture in relation to such SecuritiesNotes, the Trustee shall be entitled to receivereceive from the Company the following at or before the issuance of such series of Notes, and, and (subject to Section 6.01, 9.01 hereof) shall be fully protected in relying upon, an Opinion of Counsel stating,unless and until such documents have been superseded or revoked prior to such issuance:
(1) that A Board Resolution or supplemental indenture authorizing such Company Order or Orders and, if the form of Notes is established by a Board Resolution or a Company Order pursuant to a Board Resolution, a copy of such Securities has been established in conformity with the provisions of this IndentureBoard Resolution;
(2) At the option of the Company, either an Opinion of Counsel or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, stating substantially the following subject to customary qualifications and exceptions:
(A) if the form and terms of such Notes has been established by or pursuant to a Board Resolution, a Company Order pursuant to a Board Resolution, or in a supplemental indenture as permitted by Section 2.01 hereof, that the such form and terms have been established in conformity with the provisions of this Indenture; and;
(3B) that this Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding at law or in equity) and by an implied covenant of reasonableness, good faith and fair dealing;
(C) that this Indenture is qualified to the extent necessary under the TIA or, if not so required, that this Indenture is not required to be qualified under the TIA;
(D) that such Securities Notes have been duly authorized and executed by the related GuaranteesCompany, and when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their respective terms, subject to (i) the effects of except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding at law or in equity) and (iii) by an implied covenant of reasonableness, good faith and fair dealing. If ;
(E) that the issuance of such form Notes will not result in any default under this Indenture;
(F) that all consents or terms approvals of any federal or state regulatory agency required in connection with the Company’s execution and delivery of this Indenture and such Notes have been so established, obtained and are in full force and effect (except that no statement need be made with respect to state securities laws); and
(G) that all conditions precedent provided for in the Indenture to the issuance of such Notes and for the Trustee shall not be required to authenticate and deliver such Securities if the issue of such Securities pursuant to Notes under this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the have been met.
(3) An Officers’ Certificate stating that (i) the Company is not, and upon the authentication by the Trustee of such Notes, will not be in default under any of the Company otherwise required pursuant to Section 3.01 terms or the Company Order covenants contained in this Indenture and Opinion of Counsel otherwise required pursuant to (ii) all conditions precedent provided for in this Section 3.03 at or prior Indenture to the authentication of each Security issuance of such series if Notes and for the Trustee to authenticate and deliver such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. Notes under this Indenture have been met.
(d) No Security Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signaturesignature of an authorized signatory, and such certificate upon any Security Note shall be conclusive evidence, and the only evidence, that such Security Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture.
(e) If all Notes of a series are not to be authenticated and issued at one time in connection with a Periodic Offering, the Company shall not be required to deliver the Company Order, Board Resolution, Officers’ Certificate and Opinion of Counsel (including any of the foregoing that would be otherwise required pursuant to Section 16.06 hereof) described in Section 2.05(c) hereof at or prior to the authentication of each Note of such series, if such items are delivered at or prior to the time of authentication of the first Note of such series to be authenticated and issued.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairman, its Chief Executive Officer, Co-Chief Executive Officerits President, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, any one of its Vice Presidents or its Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature of any of these officers on the Securities may be manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, executed by the Company Company, to the Trustee for authentication, together with the Board Resolution and Officers’ Certificate or supplemental indenture with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions hereof shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receiveprovided with, and, and (subject to Section 6.01, 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1a) that the form and terms of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions provision of this Indenture; and
(3b) that all conditions precedent set forth in this Indenture to the authentication and delivery of such Securities have been complied with and the related Guaranteesthat such Securities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganizationmoratorium, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyand to general equity principles. provided, (ii) general equitable principles and (iii) however, that if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an implied covenant Opinion of good faith and fair dealingCounsel at the time of issuance of each Security, but such Opinion of Counsel, with appropriate modifications, may instead be delivered at or prior to the time of the first issuance of Securities of such series. If such form or terms have been so established, the The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Notwithstanding If the provisions of Company shall establish pursuant to Section 3.01 and of the preceding paragraph of this Section 3.03, if all 3.1 that Securities of a series are not may be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be originally issued at one time, including denominated in the event that an authorized aggregate amount equal to the aggregate principal amount of a series of the Outstanding Securities of such series and tenor to be represented by one or more Securities in global form, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is increased as contemplated by Section 3.01exchanged in whole or in part for Notes in certificated form, it shall this Note may not be necessary transferred except as a whole by the Depositary to deliver the Officers’ Certificate a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to CEDE & CO., any transfer, pledge or other use hereof for value or otherwise required by or to any person is wrongful since the registered owner hereof, CEDE & CO., has an interest herein.” Each Depositary designated pursuant to Section 3.01 3.1 for a Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedregulation. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Section 2.2 or 6.14 executed by or on behalf of the Trustee by the manual signaturesignature of one of its authorized signatories, and such certificate signature upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Yum Brands Inc)
Execution, Authentication, Delivery and Dating. Initial Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. Exchange Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-2 hereto. The terms and provisions contained in the Securities annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Securities offered and sold in reliance on Rule 144A and on Regulation S shall be issued initially in the form of one or more Global Securities, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. All Global Securities shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. All Securities shall remain in the form of a Global Security, except as provided herein. The Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairman, its Chief Executive Officer, Co-Chief Executive Officerits President or one of its Vice Presidents, or its Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, which shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 3.15 after the Issue Date, shall certify that such issuance is in compliance with Section 10.08; and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities provided and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedotherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding Authentication by counterpart shall satisfy the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, requirements of this Section 3.03 and the Company shall deliver such Security to requirements of the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureSecurities.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairmanits President or one of its Vice Presidents, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, ) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1a) that if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture;
(2b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that the such terms have been established in conformity with the provisions of this Indenture; and
(3c) that such Securities and the related GuaranteesSecurities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally, (ii) and to general equitable principles and (iii) an implied covenant of good faith and fair dealingequity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 38 -31- Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03paragraph, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ ' Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Atlas Air Inc)
Execution, Authentication, Delivery and Dating. (a) The Debt Securities shall be executed on behalf of the Company by an Authorized Officer. Such signature may be in the form of manual signature or facsimile signature of any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary Authorized Officer and may be imprinted or Assistant Secretary of otherwise reproduced on the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Debt Securities. The signature on Company may adopt and use the Securities may be manual or facsimile. Securities bearing the manual signatures or facsimile signatures of individuals the persons who were at any time the proper Officers shall be authorized signatories of the Company at the time of execution of the Debt Securities, irrespective of the date as of which the same shall bind be executed, or of any person who shall have been an Authorized Officer of the Company, notwithstanding the fact that at the time the Debt Securities shall be authenticated and delivered or disposed of such individuals or any of them person shall have ceased to hold such offices prior to be an Authorized Officer as the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. case may be.
(b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver one or more Debt Securities of any series executed by the Company to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Debt Securities, and the Trustee or the Authenticating Agent in accordance with the Company Order shall authenticate and deliver such Debt Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the The Trustee shall be entitled to receive, andprior to the authentication and delivery of the first Debt Securities of any series, subject the supplemental indenture or the Board Resolution by or pursuant to Section 6.01which the terms and form of such Debt Securities have been approved and an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Debt Securities have been complied with and as to the absence of any event that is, shall be fully protected in relying uponor after notice or lapse of time or both would become, an Event of Default, and an Opinion of Counsel stating,stating that:
(1) that all instruments furnished by the form Company to the Trustee in connection with the authentication and delivery of such Debt Securities has conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities;
(2) the forms and terms of such Debt Securities have been established in conformity with the provisions of this Indenture;
(23) in the event that the forms or terms of such Debt Securities have been established in conformity with a supplemental indenture, the provisions execution and delivery of this Indenture; and
(3) that such Securities and supplemental indenture has been duly authorized by all necessary corporate action of the related GuaranteesCompany, when the Securities are authenticated by the Trustee and issued such supplemental indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding obligation enforceable against the Company in the manner accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to any conditions specified in such Opinion other exceptions as counsel shall request and as to which the Trustee shall not reasonably object;
(4) the execution and delivery of Counsel, will constitute valid and legally binding obligations such Debt Securities have been duly authorized by all necessary corporate action of the Company and each Guarantorsuch Debt Securities have been duly executed by the Company, respectivelyand, assuming due authentication by the Trustee and delivery by the Company, are valid and binding obligations enforceable against the Company and each Guarantor, respectively, in accordance with their terms, entitled to the benefit of the Indenture, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or affecting creditors’ rights generallygenerally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding in equity or at law) general equitable principles and (iii) an implied covenant of good faith subject to such other exceptions as counsel shall request and fair dealing. If such form or terms have been so established, as to which the Trustee shall not be required to authenticate such reasonably object; and
(5) the amount of Debt Securities if the issue Outstanding of such Securities pursuant to series, together with the amount of such Debt Securities, does not exceed any limit established under the terms of this Indenture will adversely affect on the Trustee’s own rights, duties or immunities under the amount of Debt Securities of such series that may be authenticated and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteedelivered. Notwithstanding the provisions of Section 3.01 and If all of the preceding paragraph of this Section 3.03, if all Debt Securities of a series are not to be originally issued at one the same time, including then the Opinion of Counsel, Officers’ Certificate or other documents required to be delivered pursuant to this Section 3.03(b) need be delivered only once, prior to the authentication and delivery of the first Debt Security of such series; provided, however, that any subsequent written request by the Company to the Trustee to authenticate Debt Securities of such series upon original issuance shall constitute a representation and warranty by the Company that, as of the date of such request, the statements made in the event Officers’ Certificate delivered pursuant to this Section 3.03(b) shall be true and correct as if made on such date.
(c) Unless the Company specifies pursuant to Section 3.01 that the Debt Securities of a series will be made available in definitive form, such Debt Securities shall be issued in the form of one or more Global Securities in permanent form, and the Company shall execute and upon receipt of a Company Order, the Trustee or the Authenticating Agent shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount (or, in the case of a series of Outstanding Securities is increased as contemplated by Section 3.01any Principal Indexed Security, it shall not be necessary to deliver the Officers’ Certificate face amount) of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security Outstanding Debt Securities of such series to be issued. represented by one or more Global Securities and (ii) if in registered form, shall be registered in the name of the Depositary for such Global Security or Debt Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or the common depositary for such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the effect that, unless and until it is exchanged in whole or in part for the individual Debt Securities represented thereby, the Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary, except in the limited circumstances described in the Indenture.
(d) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be either a clearing agency registered under the Exchange Act and any other applicable statute or regulation or a foreign clearing agency regulated by a foreign financial regulatory authority as defined in Section 3(a)(52) of the Exchange Act including, without limitation, Euroclear Bank SA/NV and Clearstream Banking, S.A.
(e) The Trustee shall have the right to decline to authenticate and deliver any Debt Security under this Section if the Trustee, upon the advice of counsel, determines that such action may not lawfully be taken or if the Trustee, by a committee of Responsible Officers, shall determine in good faith that the authentication and delivery of such Debt Security would be unjustly prejudicial to Holders of Outstanding Debt Securities (it being understood that the Trustee shall have no duty to ascertain whether or not the authentication and delivery of such Debt Security is unduly prejudicial to any such Holder).
(f) Each Debt Security shall be dated the date of its authentication. , except as otherwise provided pursuant to Section 3.01 with respect to the Debt Securities of any series.
(g) No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signaturesignature of one of its authorized signatories, and such certificate of authentication upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.093.09 together with a written statement stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
(h) The words “execution,” “executed,” “signed,” “signature,” and words of like import in this Indenture, the Debt Securities or in any other certificate, agreement or document related to this Indenture or the offering and sale of the Debt Securities shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion ). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act. Each party agrees that this Indenture, the Debt Securities and any other documents to be delivered in connection herewith may be electronically or digitally signed using DocuSign (or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion), and that any such electronic or digital signatures appearing on this Indenture, the Debt Securities or such other documents are the same as manual signatures for the purposes of validity, enforceability and admissibility. The Company agrees to assume all risks arising out of the use of electronic or digital signatures and electronic methods to submit any communications to Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Initial Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. The Exchange Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-2 hereto. The terms and provisions contained in the Securities annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly, made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Securities shall be issued initially in the form of one or more Global Securities, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. All Securities shall remain in the form of a Global Security, except as provided herein. The Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairman, its Chief Executive Officer, Co-its President or one of its Vice Presidents or its Chief Financial Officer and attested by its Chief Executive Officer, Chief Financial Officerany of its Senior Vice Presidents, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver such SecuritiesSecurities as in this Indenture provided and not otherwise. If The Trustee shall authenticate (i) Initial Securities for original issue in the form or terms of the Securities of the series have been established by or pursuant aggregate principal amount not to exceed $250,000,000 in one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generallyseries, (ii) general equitable principles Private Exchange Securities from time to time only in exchange for a like principal amount of Initial Securities and (iii) Unrestricted Securities from time to time only (x) in exchange for a like principal amount of Initial Securities or (y) in an implied covenant aggregate principal amount of good faith and fair dealing. If such form or terms have been so established, not more than $250,000,000 over the Trustee shall not be required to authenticate such Securities if the issue sum of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series (A) Initial Securities then outstanding, (B) Private Exchange Securities then outstanding and (C) Unrestricted Securities issued in accordance with (iii)(x) above. Each Company Order shall specify the amount of Outstanding Securities is increased to be authenticated and the date on which the Securities are to be authenticated, whether the Securities are to be Initial Securities, Private Exchange Securities or Unrestricted Securities and such other information as contemplated the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate an Opinion of Counsel of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior in a form reasonably satisfactory to the authentication of each Security of such series if such documents are delivered at or prior to Trustee stating that the authentication upon original issuance of the first Security Private Exchange Securities or the Unrestricted Securities, as the case may be, does not give rise to an Event of such series to be issuedDefault, complies with this Indenture and has been duly authorized by the Company. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any Presidentan Officer of the Company. The Coupons, Chairmanif any, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary shall be executed on behalf of the Company (by an Officer of the Company, attested by its Secretary or any sole Assistant Secretary or managing member its Treasurer or one of the Company or the ultimate general partner, sole or managing member of such member)its Assistant Treasurers. The signature of any of these officers on the Securities (and Coupons, if any) may be manual or facsimile. The Guarantee(s) shall be executed on behalf of Guarantor by an Officer of the Guarantor. The signature of any such Officer on the Guarantee may be manual or facsimile. Securities (and Coupons, if any) and Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company NAI or News Corporation shall bind the CompanyNAI and such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities (and Coupons, if any) or did not hold such offices at the date of such SecuritiesSecurities (and Coupons, if any). At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities (with or without Coupons) of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections Section 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, and shall be fully protected in relying upon, an Opinion of Counsel statingstating that,
(1a) that if established pursuant to a Board Resolution as permitted by Section 2.01Section 2.01, the form of such Securities has Securities, Guarantees and Coupons, if any, have been established in conformity with the provisions of this Indenture;
(2b) that if established pursuant to a Board Resolution as permitted by Section 3.01, the terms of such Securities, Guarantees and Coupons, if any, have been established in conformity with the provisions of this Indenture; and
(3c) that such Securities Securities, and the related GuaranteesGuarantees endorsed thereon together with Coupons, if any, appertaining thereto, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company and the Guarantor, respectively, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each the Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generallyand to general equity principles. The Trustee shall have the right to decline to authenticate and deliver such Securities if the Trustee, (ii) general equitable principles and (iii) an implied covenant of being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith and fair dealingby its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders or would adversely affect the Trustee's own rights, duties or immunities under this Indenture or otherwise. If such form or terms have been so established, the The Trustee shall not be required to authenticate Securities denominated in a coin or currency (or unit including a coin or currency) other than that of the United States of America if the Trustee reasonably determines that such Securities if impose duties or obligations on the issue Trustee which the Trustee is not able or reasonably willing to accept; provided that the Trustee, upon a Company Request, will resign as Trustee with respect to Securities of any series as to which such a determination is made, prior to the issuance of such Securities Securities, and will comply with the request of the Company to execute and deliver a supplemental indenture appointing a successor Trustee pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the TrusteeSection 8.01. Notwithstanding the provisions of Section 3.01 and If all of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one the same time, including in then the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not documents required to be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required delivered pursuant to this Section 3.03 at or must be delivered only once, prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance and delivery of the first Security of such series; provided, however, that any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company that, as of the date of such request, the statements made in the Opinion of Counsel delivered pursuant to this Section 3.03 shall be true and correct as if made on such date. If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section 3.03 and the Company Order with respect to such series, authenticate and deliver one or more Securities in global form that (1) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be issuedrepresented by such global Security or Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Book-Entry Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in certificated form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary" or to such other effect as the Depositary and the Trustee may agree. Each Depositary designated pursuant to Section 3.01 for a Book-Entry Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. The Trustee shall have no responsibility to determine if the Depositary is so registered. Each Depositary shall enter into an agreement with the Trustee governing their respective duties and rights with regard to Book-Entry Securities. Each Security shall be dated the date of its authentication, except that each Bearer Security, including any Bearer Security in global form, shall be dated as of the date specified as contemplated by Section 3.01. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signaturesignature of one of its authorized signatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. Except as permitted by Section 3.06 or 3.07, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant Coupons for interest then matured have been detached and cancelled.
Appears in 1 contract
Sources: Indenture (News Corp)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by any Presidentits Chairman of the Board, Chairmanits President or one of its Vice Presidents, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company Issuer shall bind the Company, such Person notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of issuance of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 3.04, the form notation of a beneficial owner’s interest therein upon original issuance of such Security or terms upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the Securities original issuance of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, such beneficial owner’s interest in such permanent Global Security. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, receive and (subject to Section 6.01, 7.01) shall be fully protected in relying uponupon the documents specified in Section 314 of the Trust Indenture Act, and, in addition:
(1) a Board Resolution relating thereto, and if applicable, an appropriate record of any action taken pursuant to such Board Resolution, certified by the Secretary or Assistant Secretary of the Issuer or any Guarantor, if applicable;
(2) an executed supplemental indenture, if any; and
(3) an Opinion of Counsel stating,which shall state:
(1A) that the form and terms of such Securities has have been established by or pursuant to Board Resolutions, by a supplemental indenture or by both such resolution or resolutions and such supplemental indenture in conformity with the provisions of this Indenture;
(2B) that the terms have been established in conformity with supplemental indenture, if any, when executed and delivered by the provisions Issuer, any Guarantor and the Trustee, will constitute a valid and legally binding obligation of this Indenturethe Issuer and such Guarantor; and
(3C) that such Securities and the related GuaranteesSecurities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company Issuer and any Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and each such Guarantor, respectivelyif applicable, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyand to general equity principles, (ii) general equitable principles and (iii) an implied covenant will be entitled to the benefits of good faith and fair dealingthis Indenture. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Board Resolution and the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order Board Resolution and Opinion Opinions of Counsel otherwise required require pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series series, if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, one of its Vice Chairmen, its President or one of its Vice Presidents, or the Treasurer or any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Treasurer or any Assistant Treasurer of the Company. Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this IndentureIndenture (and subject to delivery of the Board Resolution or Officers' Certificate or supplemental indenture as set forth in Section 2.3 with respect to the initial issuance of Securities of any series), the Company may deliver Securities of any series together with any coupons appertaining thereto, executed by the Company to the Trustee or its authenticating agent with respect to Bearer Securities for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee or its authenticating agent with respect to Bearer Securities in accordance with the such Company Order shall authenticate and deliver such Securities; provided, however, that, with respect to Securities of a series subject to a Periodic Offering, (a) such Company Order may be delivered by the Company to the Trustee or its authenticating agent with respect to Bearer 29 21 Securities prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate Principal Amount not exceeding the aggregate Principal Amount established for such series, pursuant to a Company Order or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by a Company Order, (c) the rate or rates of interest, if any, the Stated Maturity or Maturities, the original issue date or dates, the redemption provisions, if any, and any other terms of Securities of such series shall be determined by a Company Order or pursuant to such procedures and (d) if provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company, or the Company's duly authorized agent or agents designated in an Officers' Certificate, which oral instructions shall be promptly confirmed in writing; and provided, further, that, during the restricted period (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations, no Bearer Security or coupon shall be mailed or otherwise delivered to any person who is not a United States Alien or to any location in the United States. Except as permitted by Section 2.9, the authenticating agent shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. If the form forms or terms of the Securities of the series and any related coupons have been established by in or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions Officers' Certificates as permitted by Sections 2.01 2.1 and 3.012.3(a), in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 7.1) shall be fully protected in relying upon, an Opinion of Counsel stating,: 30 22
(1a) that the form and terms of such Securities has and any coupons have been duly authorized by the Company and established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3b) that such Securities and the related GuaranteesSecurities, together with any coupons appertaining thereto, when the Securities are authenticated and delivered by the Trustee or its authenticating agent and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to customary exceptions; and
(ic) that all laws and requirements in respect of the effects execution and delivery by the Company of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms Securities have been so establishedcomplied with, provided, however, that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall not be required entitled to authenticate receive such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 only once at or prior to the time of the first authentication of each Security Securities of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence(provided, that such Security has been duly authenticated Opinion of Counsel covers all Securities of such series) and delivered hereunder. Notwithstanding that the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes Opinion of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.Counsel above may state:
Appears in 1 contract
Sources: Indenture (Dun & Bradstreet Corp/Nw)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary at least one Officer of the Company (or and any sole or managing member Guarantee to be endorsed on the Securities of a particular series shall be executed on behalf of the Company or Guarantor by at least one Officer of the ultimate general partner, sole or managing member of such member)Guarantor. The signature of any of these Officers on the Securities may be manual or facsimile. Securities or Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company or the Guarantor shall bind the CompanyCompany and the Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of issuance of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and, if applicable, endorsed with any Guarantees of the Securities of such series, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such SecuritiesSecurities and an Officer’s Certificate delivered in accordance with Section 102, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section 303 and Section 304, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivered in connection with the original issuance of such beneficial owner’s interest in such permanent Global Security. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 201 and 3.01301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 601) shall be fully protected in relying upon, an Opinion of Counsel statingstating in effect that,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Senior Debt Securities Indenture (Fiat Chrysler Finance Us Inc.)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by any Presidentits Chairman of the Board, Chairmanits President or one of its Vice Presidents, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of issuance of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series executed by the Company Issuer to the Trustee for authentication, together with a Company Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, receive and (subject to Section 6.01, 7.01) shall be fully protected in relying uponupon the documents specified in Section 314 of the Trust Indenture Act, and, in addition:
(a) a Board Resolution relating thereto, and if applicable, an appropriate record of any action taken pursuant to such Board Resolution, certified by the Secretary or Assistant Secretary of the Issuer;
(b) an executed supplemental indenture, if any; and
(c) an Opinion of Counsel stating,which shall state
(1) that the form and terms of such Securities has have been established by or pursuant to Board Resolutions, by a supplemental indenture or by both such resolution or resolutions and such supplemental indenture in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with supplemental indenture, if any, when executed and delivered by the provisions Issuer, a Guarantor and the Trustee, will constitute a valid and legally binding obligation of this Indenturethe Issuer and a Guarantor; and
(3) that such Securities and the related GuaranteesSecurities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyIssuer, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generallyand to general equity principles, (ii) general equitable principles and (iii) an implied covenant will be entitled to the benefits of good faith and fair dealingthis Indenture. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the Board, a Vice Chairman, its President, Chairman, Chief Executive Officer, Co-Chief Executive Officerany Vice President, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Investment Officer or Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Officer under its corporate seal reproduced thereon and attested by its Secretary or an Assistant Secretary Secretary. Coupons shall be executed on behalf of the Company (by the Chief Financial Officer or any sole or managing member Chief Accounting Officer of the Company or the ultimate general partner, sole or managing member of such member)Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such SecuritiesSecurities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of Securities, together with any series Coupons appertaining thereto, executed by the Company Company, to the Trustee for authenticationauthentication and, together provided that the Board Resolution and Officer’s Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating,to the effect that:
(1) that the form or forms and terms of such Securities has and Coupons, if any, have been established in conformity with the provisions of this Indenture;
(2) that all conditions precedent to the terms authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been established in conformity complied with the provisions of this Indenture; and
(3) and that such Securities and the related GuaranteesCoupons, when completed by appropriate insertions, executed under the Securities are Company’s corporate seal and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for authentication pursuant to this Indenture, and authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legally valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, except as enforcement thereof may be subject to (i) the effects of or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, reorganization, moratorium and fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally, and subject to general principles of equity (iiregardless of whether enforcement is sought in a proceeding in equity or at law) general and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable principles remedies;
(3) all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and
(iii4) this Indenture has been qualified under the Trust Indenture Act; and
(5) an implied covenant Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of good faith such Securities and fair dealingCoupons, if any, appertaining thereto, have been complied with and that, to the best knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer’s Certificate at the time of issuance of each Security, but such form opinion and certificate, with appropriate modifications, shall be delivered at or terms before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been so established, complied with and that no Event of Default with respect to any of the Securities has occurred or is continuing. The Trustee shall not be required to authenticate such or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are being advised by counsel, determines that such action may not to lawfully be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedtaken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Section 2.2 or 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature, and such signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding Except as permitted by Section 3.6 or 3.7, the foregoing, if Trustee shall not authenticate and deliver any Bearer Security shall unless all Coupons appertaining thereto then matured have been authenticated detached and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturecancelled.
Appears in 1 contract
Sources: Indenture (RAM Holdings Ltd.)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by any Presidentits Chairman of the Board, Chairmanits President or one of its Vice Presidents, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company Issuer shall bind the Company, such Person notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of issuance of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 3.04, the form notation of a beneficial owner's interest therein upon original issuance of such Security or terms upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the Securities original issuance of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, such beneficial owner's interest in such permanent Global Security. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, receive and (subject to Section 6.01, 7.01) shall be fully protected in relying uponupon the documents specified in Section 314 of the Trust Indenture Act, and, in addition:
(1) a Board Resolution relating thereto, and if applicable, an appropriate record of any action taken pursuant to such Board Resolution, certified by the Secretary or Assistant Secretary of the Issuer or any Guarantor, if applicable;
(2) an executed supplemental indenture, if any; and
(3) an Opinion of Counsel stating,which shall state;
(1A) that the form and terms of such Securities has have been established by or pursuant to Board Resolutions, by a supplemental indenture or by both such resolution or resolutions and such supplemental indenture in conformity with the provisions of this Indenture;
(2B) that the terms have been established in conformity with supplemental indenture, if any, when executed and delivered by the provisions Issuer, any Guarantor and the Trustee, will constitute a valid and legally binding obligation of this Indenturethe Issuer and such Guarantor; and
(3C) that such Securities and the related GuaranteesSecurities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company Issuer and any Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Issuer and each such Guarantor, respectivelyif applicable, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generallyand to general equity principles, (ii) general equitable principles and (iii) an implied covenant will be entitled to the benefits of good faith and fair dealingthis Indenture. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Willis North America Inc)
Execution, Authentication, Delivery and Dating. (a) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes in an aggregate principal amount (including all then Outstanding Senior Notes) not in excess of Twenty-Five Million Dollars ($25,000,000) executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Senior Notes. In authenticating such Senior Notes, and accepting the additional responsibilities under this Indenture in relation to such Senior Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon:
(i) a copy of any Board Resolution relating thereto; and
(ii) an Opinion of Counsel stating that: (1) such Senior Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute, and the Indenture constitutes, valid and legally binding obligations of the Company, each enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (2) the Senior Notes have been duly authorized and executed by the Company and have been delivered to the Trustee for authentication in accordance with this Indenture; (3) the Senior Notes are not required to be registered under the Securities Act; and (4) the Indenture is not required to be qualified under the Trust Indenture Act.
(b) The Securities Senior Notes shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairmanits Vice Chairman of the Board, its Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary its President or Assistant Secretary one of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)its Vice Presidents. The signature of any of these officers on the Securities Senior Notes may be manual or facsimile. Securities Senior Notes bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Senior Notes or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating,Senior Notes.
(1c) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security Senior Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security Senior Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signaturesignature of one of its authorized signatories, and such certificate upon any Security Senior Note shall be conclusive evidence, and the only evidence, that such Security Senior Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security Senior Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver have delivered such Security Senior Note to the Trustee for cancellation as provided in Section 3.093.8, for all purposes of this Indenture such Security Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
(d) Each Senior Note shall be dated the date of its authentication.
Appears in 1 contract
Sources: Indenture (Anthracite Capital Inc)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive an Authorized Officer and attested by a different Authorized Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary . Coupons shall be executed on behalf of the Company (by the Chief Financial Officer or any sole or managing member Chief Accounting Officer of the Company or the ultimate general partner, sole or managing member of such member)Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such SecuritiesSecurities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of Securities, together with any series Coupons appertaining thereto, executed by the Company Company, to the Trustee for authenticationauthentication and, together provided that the Board Resolution and Officers' Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying in, and may conclusively rely upon, an Opinion of Counsel stating,
(1) that an Opinion or Opinions of Counsel to the effect that:
(a) the form or forms and terms of such Securities has and Coupons, if any, have been established in conformity with the provisions of this Indenture;
(2b) that all conditions precedent to the terms authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been established in conformity complied with the provisions of this Indenture; and
(3) and that such Securities and the related GuaranteesCoupons, when completed by appropriate insertions, executed under the Securities are Company's corporate seal and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for authentication pursuant to this Indenture, and authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, except as enforcement thereof may be subject to (i) the effects of or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, reorganization, moratorium and fraudulent transfer or other similar laws relating to or affecting creditors’ ' rights generally, and subject to general principles of equity (iiregardless of whether enforcement is sought in a proceeding in equity or at law) general and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable principles remedies;
(c) all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and
(iiid) this Indenture has been qualified under the Trust Indenture Act; and
(2) an implied covenant Officers' Certificate stating that all conditions precedent to the execution, authentication and delivery of good faith such Securities and fair dealingCoupons, if any, appertaining thereto, have been complied with and that, to the best knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers' Certificate at the time of issuance of each Security, but such form opinion and certificate, with appropriate modifications, shall be delivered at or terms before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been so established, the complied with. The Trustee shall not be required to authenticate such Securities or to cause an Authenticating Agent to authenticate any Securities, nor will it be liable for its refusal to authenticate or cause an Authenticating Agent to authenticate any Securities, if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are being advised by counsel, determines that such action may not to lawfully be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedtaken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to the related Series Authorization. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Section 2.2 or Section 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature, and such signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding Except as permitted by Section 3.6 or Section 3.7, the foregoing, if Trustee shall not authenticate and deliver any Bearer Security shall unless all Coupons appertaining thereto then matured have been authenticated detached and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturecancelled.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairmanits President or one of its Executive or Senior Vice Presidents, Chief Executive Officerunder its corporate seal reproduced thereon, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, and attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to before the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 formula, maturity date, date of issuance and 3.01, in date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to TIA Section 6.01, 315(a) through 315(d)) shall be fully protected in relying upon, :
(a) an Opinion of Counsel stating,stating that:
(1i) that the form or forms of such Securities has have been established in conformity with the provisions of this Indenture;
(2ii) that the terms of such Securities have been established in conformity with the provisions of this Indenture; and;
(3iii) that such Securities and the related GuaranteesSecurities, when completed by appropriate insertions and executed and delivered by the Securities are Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, (ii) generally and to general equitable principles and principles; and
(iiib) an implied covenant Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of good faith the Securities have been complied with and fair dealingthat, to the best of the knowledge of the signers of such certificate, no Event of Default with respect to any of the Securities shall have occurred and be continuing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03paragraph, if all the Securities of a any series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the an Officers’ ' Certificate of the Company otherwise required pursuant to Section 3.01 or the a Company Order and Order, or an Opinion of Counsel or an Officers' Certificate otherwise required pursuant to this Section 3.03 the preceding paragraph at or prior to the authentication time of issuance of each Security of such series if series, but such documents are order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered at or prior to before the authentication upon original time of issuance of the first Security of such series to be issuedseries. Each Registered Security shall be dated the date of its authenticationauthentication as contemplated by Section 3.01. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signaturesignature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security (including a Global Security) shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.09 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Terra Capital Group)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairman, its Chief Executive Officer, Co-its President, its Chief Executive Administrative Officer, its Chief Financial OfficerOfficer or one of its Vice Presidents, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, and attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any either series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee, in accordance with such Company Order, shall authenticate and deliver such Securities as provided by this Indenture. At any time and from time to time after the execution and delivery of this Indenture and after the effectiveness of a registration statement under the Securities Act with respect thereto, the Company may deliver Exchange Securities of a series of Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Exchange Securities and a like principal amount of Original Securities of such series of Securities for cancellation in accordance with Section 3.09 of this Indenture, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating any such Exchange Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, ) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1a) that the form of such Exchange Securities has have been established duly and validly issued in conformity accordance with the provisions terms of this Indenture;
(2) that , and are entitled to all the terms have been established in conformity with the provisions of this Indenturerights and benefits set forth herein; and
(3b) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedExchange Securities in exchange for the Original Securities has been effected in compliance with the Securities Act. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Gap Inc)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the Board, its President, Chairman, its Chief Executive Financial Officer, Co-Chief Executive Officerits Controller or a Vice President under its corporate seal, if any, reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Company by the President, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary Controller or Assistant Secretary Treasurer of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such SecuritiesSecurities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of Securities, together with any series Coupons appertaining thereto, executed by the Company Company, to the Trustee for authenticationauthentication and, together provided that the Board Resolution and Officer's Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that an Opinion of Counsel to the effect that:
(a) the form or forms and terms of such Securities has and Coupons, if any, have been established in conformity with the provisions of this Indenture;
(2b) that all conditions precedent to the terms authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been established in conformity complied with the provisions of this Indenture; and
(3) and that such Securities and the related GuaranteesCoupons, when completed by appropriate insertions, executed under the Securities are Company's corporate seal, if any, and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for authentication pursuant to this Indenture, and authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legally valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, except as enforcement thereof may be subject to (i) the effects of or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, reorganization, moratorium and fraudulent transfer or other similar laws relating to or affecting creditors’ ' rights generally, and subject to general principles of equity (iiregardless of whether enforcement is sought in a proceeding in equity or at law) general and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable principles remedies and may assume that the laws of the State of New York are identical in all relevant aspects to the substantive laws of the State of Wisconsin;
(iiic) all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with in all material respects; and
(d) this Indenture has been qualified under the Trust Indenture Act; and
(2) an implied covenant Officer's Certificate stating that, to the best knowledge of good faith the Persons executing such certificate, all conditions precedent to the execution, authentication and fair dealingdelivery of such Securities and Coupons, if any, appertaining thereto, have been complied with, and no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer's Certificate at the time of issuance of each Security, but such form opinion and certificate, with appropriate modifications, shall be delivered at or terms before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been so established, complied with and that no Event of Default with respect to any of the Securities has occurred or is continuing. The Trustee shall not be required to authenticate such or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are being advised by counsel, determines that such action may not to lawfully be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedtaken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Section 2.2 or 6.12 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature, and such signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding Except as permitted by Section 3.6 or 3.7, the foregoing, if Trustee shall not authenticate and deliver any Bearer Security shall unless all Coupons appertaining thereto then matured have been authenticated detached and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturecancelled.
Appears in 1 contract
Sources: Indenture (Mgic Investment Corp)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairman, the Chief Executive Officer, Co-Chief Executive Officera President, its Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its Treasurer or a Vice President under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretary Secretaries. Coupons shall be executed on behalf of the Company (by the Treasurer or any sole or managing member Assistant Treasurer of the Company or the ultimate general partner, sole or managing member of such member)Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such SecuritiesSecurities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of Securities, together with any series Coupons appertaining thereto, executed by the Company Company, to the Trustee for authenticationauthentication and, together provided that the Board Resolution and Officers’ Certificate or supplemental indenture or indentures, along with the Officers’ Certificate and Opinion of Counsel required hereunder, with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating such Securities, or causing the authentication thereof, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that an Opinion of Counsel to the effect that:
(a) the form or forms and terms of such Securities has and Coupons, if any, have been established in conformity with the provisions of this Indenture;
(2b) that all conditions precedent to the terms authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been established in conformity complied with the provisions of this Indenture; and
(3) and that such Securities and the related GuaranteesCoupons, when completed by appropriate insertions, executed under the Securities are Company’s corporate seal and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for authentication pursuant to this Indenture, and authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legally valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, except as may be subject to (i) the effects of or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, reorganization, moratorium and fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally, and subject to general principles of equity (iiregardless of whether enforcement is sought in a proceeding in equity or at law) general and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable principles remedies;
(c) all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and
(iiid) this Indenture has been qualified under the Trust Indenture Act; and
(2) an implied covenant Officers’ Certificate stating that all conditions precedent to the execution, authentication and delivery of good faith such Securities and fair dealingCoupons, if any, appertaining thereto, have been complied with and that, to the best knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers’ Certificate at the time of issuance of each Security of such form series, but such opinion and certificate, with appropriate modifications, shall be delivered at or terms before the time of issuance of the first Security of such series. After any such first delivery, any separate Company Order that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been so established, the complied with. The Trustee shall not be required to authenticate such or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are being advised by counsel, determines that such action may not to lawfully be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedtaken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Section 2.2 or 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature, and such signature of one of its authorized signatories. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding Except as permitted by Section 3.6 or 3.7, the foregoing, if Trustee shall not authenticate and deliver any Bearer Security shall unless all Coupons appertaining thereto then matured have been authenticated detached and delivered hereunder but never issued and sold by the Company, and the cancelled. The Company shall deliver such Security to initially appoints the Trustee to act as the Securities Custodian for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indentureglobal Securities.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by any Presidentits Chairman of the Board, a Vice Chairman, its Chief Executive Officer, Co-Chief Executive Officer, its Chief Financial Officer, its Chief Operating Officer, General Counselits President, Chief Risk Officer, Chief Accounting Officer, one of its Vice Presidents or its Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities of any of these officers may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series series, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, Debt Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such Debt Securities. If all the form Debt Securities of any one series are not to be issued at one time and if a Board Resolution or terms the Officers’ Certificate or other document pursuant to a Board Resolution or supplemental indenture relating to such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities and for the determination of the Securities terms thereof, such as interest rate, Stated Maturity, date of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 issuance and 3.01date from which interest, in authenticating such Securitiesif any, and accepting the additional responsibilities under this Indenture in relation to such Securities, the shall accrue. The Trustee shall be entitled to receive, and, and (subject to Section 6.01, 6.1) shall be fully protected in relying upon, prior to the authentication and delivery of the Debt Securities of such series, (i) the supplemental indenture or the Board Resolution by or pursuant to which the form and terms of such Debt Securities have been approved and (ii) an Opinion of Counsel stating,substantially to the effect that:
(1) that the form Company Order furnished by the Company to the Trustee in connection with the authentication and delivery of such Debt Securities has been established in conformity conforms to the requirements of this Indenture and constitutes sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities;
(2) the forms and terms (or, if applicable, the manner of determining the terms) of such Debt Securities are consistent with the provisions of this Indenture;
(23) in the event that the forms or terms of such Debt Securities have been established in conformity with a supplemental indenture, the provisions execution and delivery of this Indenture; and
(3) that such Securities and supplemental indenture has been duly authorized by all necessary corporate action of the related GuaranteesCompany, when the Securities are authenticated by the Trustee and issued such supplemental indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding obligation enforceable against the Company in the manner accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to any conditions specified in such Opinion other exceptions as counsel shall conclude do not materially affect the rights of Counsel, will constitute valid the Holders of such Debt Securities; and
(4) the execution and legally binding obligations delivery of such Debt Securities have been duly authorized by all necessary corporate action of the Company and each Guarantorsuch Debt Securities (if to be issued at the time of delivery of such Company Order) have been duly executed and delivered by the Company and, respectivelyassuming due authentication by the Trustee and execution and delivery by the Company (if to be issued after delivery of such Company Order in accordance with the foregoing procedures), are valid and binding obligations enforceable against the Company and each Guarantor, respectively, in accordance with their terms, entitled to the benefit of the Indenture, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or affecting creditors’ rights generallygenerally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding in equity or at law) general equitable principles and subject to such other exceptions as counsel shall conclude do not materially affect the rights of the Holders of such Debt Securities; and
(iii5) an implied covenant the amount of good faith Debt Securities Outstanding of such series, together with the amount of such Debt Securities, does not exceed any limit established under the terms of this Indenture on the amount of Debt Securities of such series that may be authenticated and fair dealingdelivered. If such form or terms have been so established, the The Trustee shall not be required to authenticate such Debt Securities if the issue issuance of such Debt Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Each Debt Security shall be dated the date of its authentication. Notwithstanding the provisions of Section 3.01 3.1 and of the preceding paragraph of this Section 3.03paragraphs, if all Debt Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Board Resolution or any Officers’ Certificate of the Company or other document pursuant to a Board Resolution otherwise required pursuant to Section 3.01 3.1 or the Company Order Order, the Officers’ Certificate and Opinion of Counsel otherwise required pursuant to this Section 3.03 such preceding paragraphs or Sections 1.2 and 2.1 at or prior to the authentication of each Debt Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Debt Security of such series to be issued. Each Security shall With respect to Debt Securities of a series that are not to be dated originally issued at one time, the date Trustee may rely, as to the authorization by the Company of its authenticationany of such Debt Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Debt Securities of such series. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the form forms provided for herein duly executed by an authorized officer of the Trustee or by manual signaturean Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.093.8 together with a written statement (which need not comply with Section 1.2) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. Reference is made to Section 17.3 concerning execution and delivery of the Guarantees.
Appears in 1 contract
Sources: Senior Secured Indenture (Ralcorp Holdings Inc /Mo)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the Board, its President, Chairmanor one of its Vice Presidents, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions hereof shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, ) shall be fully protected in relying upon, an Opinion of Counsel stating,stating that:
(1) that all instruments furnished by the Company to the Trustee in connection with the authentication and delivery of such Securities conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Securities;
(2) the form of such Securities has been established in conformity with the provisions of this Indenture;
(23) that the terms of such Securities have been established in conformity with the provisions of this Indenture; and;
(34) in the event that the form or terms of such Securities have been established in a supplemental indenture, the execution and delivery of such supple- mental indenture have been duly authorized by all necessary corporate action of the related GuaranteesCompany, when the Securities are authenticated by the Trustee and issued such supplemental indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding obligation enforceable against the Company in the manner and accordance with its terms, subject to any conditions specified applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
(5) the execution and delivery of such Opinion Securities have been duly authorized by all necessary corporate action of Counselthe Company and such Securities have been duly executed by the Company and, will constitute assuming due authentication by the Trustee and delivery by the Company, are the valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, entitled to the benefit of the Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (iregardless of whether enforcement is sought in a proceeding in equity or at law); and
(6) the effects amount of bankruptcyOutstanding Securities of such series, insolvencytogether with the amount of such Securities, fraudulent conveyance, reorganization, moratorium does not exceed any limit established under the terms of this Indenture on the amount of Securities of such series that may be authenticated and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant delivered. In the event that all Securities of good faith and fair dealing. If such form or terms have been so establisheda series are not issued at the same time, the Trustee shall authenticate and deliver the Securities of such series executed and delivered by the Company for original issuance upon receipt of an order of the Company (which need not comply with Section 1.02 hereof), signed by an officer or employee of the Company identified to the Trustee in an Officers' Certificate, if the Trustee has previously received the Company Order and Opinion of Counsel referred to in the third paragraph of this Section 3.03 with respect to the issuance of any Securities of such series. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Tribune Co)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary member of the Management Board (or Assistant Secretary any other officer of the Company (designated in writing by or any sole or managing member pursuant to authority of the Company or Management Board and delivered to the ultimate general partner, sole or managing member of such memberTrustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The Subordinated Guarantee shall bind the Guarantor with respect to such Securities notwithstanding that the individuals who were at the time of the execution of the Subordinated Guarantee proper officers of the Guarantor and whose manual or facsimile signatures are borne thereon have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company (having attached thereto the text of the Subordinated Guarantee) to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate by its manual signature and deliver such Securities. If the form or terms of the Securities of the series or the Subordinated Guarantee, the text of which is attached thereto, have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 201 and 3.01301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 601) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.:
Appears in 1 contract
Sources: Subordinated Debt Indenture (Allianz Finance III B.V.)
Execution, Authentication, Delivery and Dating. The Securities shall be executed signed on behalf of the Company by any its Chairman of the Board, its President, Chairmanone of its Executive Vice Presidents or one of its Vice Presidents and its Treasurer or one of its Assistant Treasurers, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partnerSecretaries, sole or managing member of such member)under its corporate seal reproduced thereon. The signature on Such signatures upon the Securities may be the manual or facsimilefacsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any the time they signed such Securities the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Company Order may set forth procedures acceptable to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as permitted by Sections 2.01 interest rate, maturity date, date of issuance and 3.01, in date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this 34 Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to TIA Section 6.01, 315) shall be fully protected in relying upon, an Opinion of Counsel stating,:
(1a) that the form or forms and terms of such Securities has have been established in conformity with the provisions of this Indenture;
(2b) that all conditions precedent to the terms authentication and delivery of such Securities have been established complied with and that such Securities, when completed by appropriate insertions and executed by the Company and delivered to the Trustee for authentication in conformity accordance with the provisions of this Indenture; and
(3) that such Securities , authenticated and the related Guarantees, when the Securities are authenticated delivered by the Trustee in accordance with this Indenture and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally' rights, (ii) to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and
(iiic) an implied covenant that all laws and requirements in respect of good faith the execution and fair dealing. If such form or terms have been so established, delivery by the Trustee shall not be required to authenticate such Securities if the issue Company of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under have been complied with. If not all the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a any series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication time of issuance of each Security of Security, but such series if such documents are opinion with appropriate modifications shall be delivered at or prior to before the authentication upon original time of issuance of the first Security of such series series. The Trustee shall not be required to authenticate and deliver any such Securities if the Trustee, being advised by counsel, determines that such action (i) may not lawfully be issuedtaken or (ii) would expose the Trustee to personal liability to existing Holders of Securities. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein herein, executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture.. 35
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any Presidentthe Chairman of the Board, Chairmanthe Vice Chairman of the Board, the Chief Executive Officer, Co-Chief the President, an Executive OfficerVice President, a Senior Vice President, a Vice President, the Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, the Chief Accounting Officer, the Controller, the Treasurer, an Assistant Treasurer, Managing Directors, Director, the Secretary or an Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)and need not be attested. The signature of any of these officers on the Securities may be manual or facsimileelectronic. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 201 and 3.01301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, andin addition to any Officers’ Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 102, and (subject to Section 6.01, 601) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.effect that:
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Initial Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. The Exchange ----------- Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-2 hereto. ----------- The terms and provisions contained in the Securities annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of ------------ --- this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Securities, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depository, duly ----------- executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount --------- at maturity of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. All Securities shall remain in the form of a Global Security, except as provided herein. The Securities shall be executed on behalf of each of the Company by any Presidentits Chairman of the Board, Chairman, its Chief Executive Officer, Co-Chief Executive Officerits President or one of its Vice Presidents, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature sig- nature of any of these officers on the Securities and the Seal may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver make available for delivery such SecuritiesSecurities as in this Indenture provided and not otherwise. If The Trustee shall have the form or terms of the right to decline to authenticate and make available for delivery any Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to Section if the Trustee, being advised by counsel, determines that such Securities, action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or vice presidents shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) determine that such Securities and the related Guarantees, when the Securities are authenticated by action would expose the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject personal liability to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedexisting Holders. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered made available for delivery hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Fox Kids Worldwide Inc)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the Board, President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Vice President serving as Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Officer or its Treasurer under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Treasurer or any Assistant Treasurer of the Company. Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, together with any coupons appertaining thereto, executed by the Company to the Trustee for authentication, together with the Board Resolution and Officers' Certificate or supplemental indenture with respect to such Securities referred to in Section 301 and a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions hereof shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 601) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1a) that the form and terms of such Securities has and coupons, if any, have been established in conformity with the provisions of this Indenture;
(2b) that all conditions precedent to the terms authentication and delivery of such Securities, together with the coupons, if any, appertaining thereto, have been established in conformity complied with the provisions of this Indenture; and
(3) and that such Securities and the related Guaranteescoupons, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generallyand to general equity principles;
(c) that all laws and requirements in respect of the execution and delivery by the Company of such Securities and coupons, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms if any, have been so established, complied with; and
(d) as to such other matters as the Trustee may reasonably request. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding Trustee or if the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are Trustee being advised by counsel determines that such action may not to lawfully be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedtaken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any temporary Bearer Security in global form shall be dated as of the date specified as contemplated by Section 301. No Security or coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Section 202 or 614 executed by or on behalf of the Trustee by the manual signaturesignature of one of its authorized signers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding Except as permitted by Section 306 or 307, the foregoing, if Trustee shall not authenticate and deliver any Bearer Security shall unless all appurtenant coupons for interest then matured have been authenticated detached and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturecancelled.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairman, its Chief Executive Officer, Co-Chief Executive Officerits President, its Chief Financial OfficerOfficer or one of its Vice Presidents, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal or a facsimile thereof reproduced thereon attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such those Securities, ; and the Trustee in accordance with the such Company Order shall either at one time or from time to time pursuant to such instructions as may be described therein authenticate and deliver such SecuritiesSecurities as in this Indenture provided and not otherwise. Such Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated, and shall certify that all conditions precedent to the issuance of such Securities contained in this Indenture have been complied with. If the form or terms of the Securities of the any series have been established by in or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such those Securities, and accepting the additional responsibilities under this Indenture in relation to such those Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, ) shall be fully protected in relying uponon, an Opinion of Counsel stating,:
(1a) that if the form of those Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such Securities form has been established in conformity with the provisions of this Indenture;
(2b) if the terms of those Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that the such terms have been established in conformity with the provisions of this Indenture; and
(3c) that such Securities and the related Guaranteesthose Securities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, except as such enforcement is subject to the effect of (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and reorganization or other similar laws relating to or affecting creditors’ ' rights generally, (ii) general equitable principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (iii) an any implied covenant covenants of good faith and or fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature, and such certificate upon on any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of the Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.09 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an Authenticating Agent pursuant to the terms of Section 6.14.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, its Chairman, the Chief Executive Officer, Co-Chief Executive Officer, the Chief Financial OfficerOfficer or one of its Vice Presidents, Chief Operating Officerunder its corporate seal reproduced thereon, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, and attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Company Order may set forth procedures acceptable to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as permitted by Sections 2.01 interest rate, maturity date, date of issuance and 3.01, in date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to TIA Section 6.01, 315(a) through 315(d)) shall be fully protected in relying upon, ,
(a) an Opinion of Counsel stating,
(1i) that the form or forms of such Securities has have been established in conformity with the provisions of this Indenture;
(2ii) that the terms of such Securities have been established in conformity with the provisions of this Indenture; and
(3iii) that such Securities and the related GuaranteesSecurities, when completed by appropriate insertions and executed and delivered by the Securities are Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, (ii) to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and
(iiib) an implied covenant Officers’ Certificate stating, to the best of good faith the knowledge of the signers of such certificate, that no Event of Default with respect to any of the Securities shall have occurred and fair dealingbe continuing. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order, Opinion of Counsel or Officers’ Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security of such series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered at or before the time of issuance of the first Security of such series. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner which that is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and generality of the preceding paragraph of this Section 3.03foregoing, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall Trustee will not be necessary required to deliver authenticate Securities denominated in a Foreign Currency if the Officers’ Certificate of the Company otherwise required pursuant Trustee reasonably believes that it would be unable to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant perform its duties with respect to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedSecurities. Each Registered Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee or an Authenticating Agent by manual signaturesignature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Golub Capital BDC, Inc.)
Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by any President, Chairmanits Chairman of the Board of Directors, Chief Executive Officer, Co-Chief Executive OfficerPresident, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, one of its Vice Presidents or its Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities of any of these officers may be manual or facsimile. The seal of the Company, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series series, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, Debt Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such Debt Securities. If all the form or terms of the Debt Securities of the any one series have been established by are not to be issued at one time and if a Board Resolution or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation supplemental indenture relating to such Securitiesseries shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities such as interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. If any Debt Security shall be represented by a permanent Global Note, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s interest therein upon original issuance of such Debt Security or upon exchange of a portion of a temporary Global Note shall be deemed to be delivery in connection with the original issuance of such beneficial owner’s interest in such permanent Global Note. The Trustee shall be entitled to receive, and, and (subject to Section 6.01, ) shall be fully protected in relying upon, prior to the authentication and delivery of the Debt Securities of such series, (i) the supplemental indenture or the Board Resolution by or pursuant to which the form and terms of such Debt Securities have been approved and (ii) an Opinion of Counsel stating,substantially to the effect that:
(1) that all instruments furnished by the form Company to the Trustee in connection with the authentication and delivery of such Debt Securities has conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities;
(2) the forms and terms of such Debt Securities have been established in conformity with the provisions of this Indenture;
(23) in the event that the forms or terms of such Debt Securities have been established in conformity with a supplemental indenture, the provisions execution and delivery of this Indenture; and
(3) that such Securities and supplemental indenture has been duly authorized by all necessary corporate action of the related GuaranteesCompany, when the Securities are authenticated by the Trustee and issued such supplemental indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding obligation enforceable against the Company in the manner and accordance with its terms, subject to any conditions specified applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
(4) the execution and delivery of such Opinion Debt Securities have been duly authorized by all necessary corporate action of Counselthe Company and such Debt Securities have been duly executed by the Company and, will constitute assuming due authentication by the Trustee and delivery by the Company, are valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, entitled to the benefit of the Indenture, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or affecting creditors’ rights generallygenerally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding in equity or at law) general equitable principles and subject to such other exceptions as counsel shall request and as to which the Trustee shall not reasonably object; and
(iii5) an implied covenant the amount of good faith Debt Securities Outstanding of such series, together with the amount of such Debt Securities, does not exceed any limit established under the terms of this Indenture on the amount of Debt Securities of such series that may be authenticated and fair dealingdelivered. If such form or terms have been so established, the The Trustee shall not be required to authenticate such Debt Securities if the issue issuance of such Debt Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Registered Security shall be dated the date of its authentication. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the form forms provided for herein duly executed by the Trustee or by manual signaturean Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.093.08 together with a written statement (which need not comply with Section 1.02) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the Board, its President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, one of its Vice Presidents or its Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 2.1 and 3.013.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1a) that if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture;
(2b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that the such terms have been established in conformity with the provisions of this Indenture; and
(3c) that such Securities and the related GuaranteesSecurities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, (ii) and to general equitable principles and (iii) an implied covenant of good faith and fair dealingequity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 3.1 and of the preceding paragraph of this Section 3.03paragraph, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Officer's Certificate of the Company otherwise required pursuant to Section 3.01 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoingforegoing and subject, in the case of a Security in permanent global form, to Section 2.2, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.9 together with a written statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) directing such cancellation and stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Pitney Bowes Inc /De/)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Corporation by any its Chairman, its President, Chairman, its Chief Executive Officer, Co-Chief Executive Officer, its Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, its Chief Accounting OfficerOfficer or a Vice-President, Treasurertogether with any one of the Corporate Secretary, or Assistant Corporate Secretary, the Treasurer or an Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature of any of these officers on the Securities may be the manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company Corporation shall bind the CompanyCorporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Corporation may deliver Securities of any series series, executed by the Company Corporation to the Trustee for authentication, together with a Company Corporation Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company such Corporation Order shall authenticate and deliver such Securities. If the form or terms of not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Corporation Order may set forth procedures acceptable to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as permitted by Sections 2.01 interest rate, stated maturity, date of issuance and 3.01, in date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion one or more Opinions of Counsel stating,:
(1a) that if the form of such Securities has been established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture;
(2b) if the terms of such Securities have been established by or pursuant to one or more Board Resolutions or established in one or more indentures supplemental hereto as permitted by Section 301, that the such terms have been established in conformity with the provisions of this Indenture; and
(3c) that such Securities and the related GuaranteesSecurities, when the Securities are authenticated completed by the Trustee appropriate insertions and issued executed and delivered by the Company Corporation to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Corporation in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyCorporation, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, (ii) and to general equitable principles principles. Notwithstanding the provisions of Section 301 and (iii) an implied covenant of good faith the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 301 or the Corporation Order and fair dealingOpinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series. If such form or terms have been so established, the The Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the CompanyCorporation, and the Company Corporation shall deliver such Security to the Trustee for cancellation as provided in Section 3.09310 together with a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Corporation, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled entitle a Holder to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Ovintiv Inc.)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, its Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officerits President or a Vice President, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon and attested by its Secretary or an Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretary. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Initial Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Initial Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Initial Securities. If On Company Order, the form or terms Trustee shall authenticate for original issue Exchange Securities in an aggregate principal amount not to exceed $45,000,000; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of the Initial Securities of the series have been established by or a like aggregate principal amount in accordance with a Registered Exchange Offer pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 the Exchange and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesRegistration Rights Agreement. In each case, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, receive an Officers' Certificate and an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company that it may reasonably request in connection with such authentication of Securities. Such order shall specify the amount of Securities to be authenticated and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) date on which the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the original issue of such Initial Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Exchange Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedauthenticated. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Exhibit A duly executed by the Trustee by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Company, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in such new name.
Appears in 1 contract
Sources: Indenture (510152 N B LTD)
Execution, Authentication, Delivery and Dating. The Securities shall be exe cuted on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents and by its Secretary or one of its Assistant Secretaries. Interest coupons appertaining to a Coupon Security 19 13 shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary its Chairman of the Company (Board, its President or any sole or managing member one of the Company or the ultimate general partner, sole or managing member of such member)its Vice Presidents. The signature signatures of any or all of these officers on the Securities and the interest coupons may be manual or facsimile. Securities and any interest coupons bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or interest coupons or did not hold such offices at the date of such SecuritiesSecurities or interest coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, authentication together with a Company Order for the authentication and delivery of such Securities, securities; and the Trustee in accordance with the Company Order shall authenticate authenti cate and deliver such SecuritiesSecurities as in this Indenture provided and not otherwise, without further action by the Company. If the form or terms of all the Securities of any series are not to be issued at one time and if the Board Resolu tion or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Company Order may set forth procedures acceptable to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series such as permitted by Sections 2.01 interest rate, maturity date, date of issuance and 3.01date from which interest shall accrue, in authenticating which case it shall not be necessary to deliver additional Company Orders with respect to Securities of the same series. Prior to any such Securities, authentication and accepting the additional responsibilities under this Indenture in relation to such Securitiesdelivery, the Trustee shall be entitled to receive, and, subject to Section 6.01, receive and shall be fully protected in relying upon:
(1) the Opinion of Counsel to be furnished to the Trustee pursuant to Section 314(c)(2) of the TIA with the Officers' Certificate relating to the issuance of any series of Securities;
(2) a Board Resolution relating thereto, certified by the Secretary or an Assistant Secretary of the Company;
(3) an executed supplemental indenture, if any, relating thereto; and
(4) an Opinion of Counsel stating,which shall state
(1a) that all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Securities;
(b) all laws and requirements with respect to the form and execution by the Company of the supplemental indenture, if any, have been complied with, the Company has corporate power to execute and deliver any such supplemental indenture and has taken all necessary corporate action for those purposes and any such supplemental indenture has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Com pany enforceable in accordance with its terms (subject, as to enforcement of remedies, to appli cable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general equity principles);
(c) the form and terms or the procedure for determining the terms of such Securities has have been established in conformity with the provisions of this Indenture;
(2d) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any such conditions specified as may be set forth in such said Opinion of Counsel, all laws and requirements with respect to the execution and delivery by the Company of such Securities have been complied with, the Company has the corporate power to issue such Securities and such Securities have been duly authorized, by the Company and, assuming due execution by the 20 14 Company and due authentication and delivery by the Trustee, will constitute legal, valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generallyand to general equity principles, and will be entitled to the benefits of this Indenture, equally and ratably with all other Securities, if any, of such series Outstanding;
(e) the amount of Securities Outstanding, including such Securities, does not exceed the amount at the time permitted by law or under the terms of this Indenture;
(f) the Indenture is qualified under the Trust Indenture Act; and
(g) subject to such conditions as may be set forth in said Opinion of Counsel, the issuance of the Securities does not contravene the charter or by-laws of the Company and does not violate the terms or provisions of this Indenture or of any indenture, mortgage or other agreement known to such counsel to which the Company is a party. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the documents specified in (1), (ii2), (3) general equitable principles and (iii4) an implied covenant immediately above at the time of good faith and fair dealingissuance of each Security, but such documents, with appropriate modifications, shall be delivered at or prior to the time of issuance of the first Security of such series. If such form or terms have been so established, the The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture thereof will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it The Trustee shall not be necessary required to deliver authenticate Securities denominated in a coin or currency other than U.S. dollars if the Officers’ Certificate Trustee reasonably determines that such Securities impose duties or obligations on the Trustee which the Trustee is not able or reasonably willing to accept. Unless otherwise provided in the form of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security for any series, all Securities shall be dated the date of its their authentication. Subject to Section 3.11, each Depositary designated pursuant to Section 3.01 or this Section 3.03 for a Global Security must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act, or any other applicable statute or regulation. If at any time the Depositary for Global Securities of a series notifies the Company in writing that it is unwilling or unable to continue as Depositary for the Global Securities of such series or if at any time the Depositary for the Global Securities for such series shall no longer be eligible under this Section 3.03 or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to the Securities for such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. 21 15 If specified by the Company pursuant to Section 3.01 with respect to a series of Securities, the Depositary for such series of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver without service charge to the Holders, (i) to the Depositary or to each Person specified by such Depositary a new Security or Securities of the same series, of like tenor and terms and of any authorized denomination as requested by such person in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (ii) to such Depositary a new Global Security of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of securities delivered pursuant to clause (i) hereof. No Security Securities shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Xerox Corp)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, the General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary Partner of the Company (or any sole or managing member and on behalf of Finance Corp. by the chairman of the Company board, the president or a vice president of Finance Corp., and attested by its secretary or an assistant secretary. The Securities shall be executed on behalf of the ultimate general partnerGeneral Partner, sole acting on behalf of the Company, by the chairman of the board, the president or managing member a vice president of such member)the General Partner, and attested by its secretary or assistant secretary, or by managers of the General Partner holding comparable positions. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company or Finance Corp. shall bind the CompanyCompany and Finance Corp., notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuers may deliver Securities of any series executed by the Company and Finance Corp. to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such SecuritiesSecurities as provided in this Indenture. If Such Company Order shall specify the form or terms principal amount of the Securities to be authenticated, the date on which the original issue of the series have been established by or pursuant Securities is to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securitiesbe authenticated, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedapplicable delivery instructions. Each Security shall be dated the date of its authentication. No Security or Subsidiary Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signaturesignature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has and the Subsidiary Guarantees endorsed thereon have been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated hereunder and delivered hereunder but never issued and sold by the Company, and the Company shall deliver that such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Company or Finance Corp., pursuant to and in compliance with Article VIII hereof, shall be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of its Properties substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII hereof, any of the Securities authenticated or delivered prior to such sale, assignment, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name.
Appears in 1 contract
Sources: Indenture (Egan Hub Partners Lp)
Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed signed on behalf of the Company by any Presidentits chairman of its Board of Directors, Chairman, its Chief Executive Officer, Co-Chief Executive Officerits President, Chief Financial Officerany Vice President, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, its Treasurer, or any Assistant Treasurer, Managing Directors, Director, under its corporate seal and attested by its Secretary or any Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretary. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. The coupons, if any, of Unregistered Securities shall bear the manual or facsimile signature of any one of the officers referred to in the first sentence of this Section 303(a).
(b) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, Company notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. .
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series (or any Tranche thereof) executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such SecuritiesSecurities (or such Tranche), and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form Securities (or terms of the such Tranche); provided, however, that with respect to Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of such series have been for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established by for such series, all pursuant to a Company Order or pursuant to one such procedures acceptable to the Trustee as may be specified from time to time by a Company Order, (iii) the maturity date or more dates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by Company Resolutions Order or pursuant to authority granted by one such procedures and (iv) if provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or more electronic instructions from the Company Resolutions as permitted by Sections 2.01 and 3.01or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing.
(d) In authenticating such Securities, Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 601) shall be fully protected in relying upon, an Opinion of Counsel stating,:
(1i) that the such form of such Securities has been established in conformity with the provisions of this Indenture;
(2ii) that the terms of such Securities have been established in conformity with the provisions of this Indenture; and
(3iii) that such Securities and the related GuaranteesSecurities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally, generally and to general principles of equity.
(iie) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 301 and of the preceding paragraph paragraphs of this Section 3.03Sections 303(c) and 303(d) in connection with a Periodic Offering, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ an Officer’s Certificate of the Company or execute a supplemental indenture otherwise required pursuant to Section 3.01 301(b) or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 such preceding paragraphs at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. .
(f) If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.
(g) Each Registered Security shall be dated the date of its authentication. authentication and each Unregistered Security shall be dated the date of its original issuance.
(h) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signatureor facsimile signature and no coupon shall be valid until the Security to which it appertains has been so authenticated, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture.
(i) Notwithstanding the foregoing, until the Company has delivered an Officer’s Certificate to the Trustee and the Security Registrar stating that, as a result of the action described, the Company would not suffer adverse consequences under the provisions of United States law or regulations in effect at the time of the delivery of Unregistered Securities, the Trustee or the Security Registrar will (i) deliver Unregistered Securities only outside the United States and its possessions and (ii) release Unregistered Securities in definitive form to the person entitled to physical delivery thereof only upon presentation of a certificate in the form prescribed by the Company.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Initial Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. The Exchange ----------- Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-2 hereto. ----------- The terms and provisions contained in the Securities annexed hereto as Exhibits -------- A-1 and A-2 shall constitute, and are hereby expressly made, a part of ---- --- this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Securities, substantially in the form set forth in Exhibit ------- A-1, deposited with the Trustee, as custodian for the Depository, duly executed --- by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount --------- of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. All Securities shall remain in the form of a Global Security, except as provided herein. The Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairman, its Chief Executive Officer, Co-Chief Executive Officerits President or one of its Vice Presidents, or its Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities provided and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedotherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (United Rentals Inc /De)
Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by any its Chairman, its President, Chairman, its Chief Executive Officer, Co-Chief Executive Officer, its Chief Financial OfficerOfficer or a Vice-President, Chief Operating Officertogether with any one of the Corporate Secretary, General Counselor Assistant Corporate Secretary, Chief Risk Officer, Chief Accounting Officer, Treasurer, the Treasurer or an Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature of any of these officers on the Securities or coupons may be the manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such SecuritiesSecurities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided further, that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the form notation of a beneficial owner’s interest therein upon original issuance of such Security or terms upon exchange of a portion of a temporary global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such permanent global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Company Order may set forth procedures acceptable to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as permitted by Sections 2.01 interest rate, stated maturity, date of issuance and 3.01, in date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion one or more Opinions of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.:
Appears in 1 contract
Sources: Indenture (Encana Corp)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of Upon the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication execution and delivery of such Securities or did not hold such offices this Agreement, and at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenturethereafter, the Company Corporation may deliver deliver, subject to any limitation on the aggregate principal amount of Debt Securities, if any, or the number of Warrants, Purchase Contracts or Prepaid Purchase Contracts, if any, represented thereby, an unlimited number of Unit Certificates (including the Securities of any series executed by the Company Corporation constituting the Units evidenced by such Unit Certificates) to the Trustee Trustee, Warrant Agent and/or the Agent for authentication, countersignature or execution, as the case may be, of the Securities comprised by such Units, together with a Company Order its Issuer Orders for the authentication and delivery authentication, countersignature or execution of such Securities, and the Trustee in accordance with the Company Indenture and the Issuer Order of the Corporation shall authenticate the Debt Securities and Prepaid Purchase Contracts, if any, constituting a part of the Units evidenced by such Unit Certificates, the Warrant Agent in accordance with the Warrant Agreement and the Issuer Order of the Corporation shall countersign the Warrants, if any, constituting a part of the Units evidenced by such Unit Certificates and the Agent in accordance with this Agreement and the Issuer Order of the Corporation shall countersign and execute on behalf of the Holders thereof the Purchase Contracts, if any, constituting a part of the Units evidenced by such Unit Certificates, and each shall deliver such SecuritiesUnit Certificates upon the order of the Corporation. If Any Debt Securities or Prepaid Purchase Contracts constituting a part of the form or Units of any series shall be executed on behalf of the Corporation in accordance with the terms of the Securities Indenture. Any Warrants constituting a part of the Units of any series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations executed on behalf of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, Corporation in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph Warrant Agreement. Any Purchase Contracts constituting a part of this Section 3.03, if all Securities the Units shall be executed on behalf of a series are not to be originally issued at one time, including the Corporation in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by accordance with Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating OfficerPresident, General Counsel, Chief Risk Officer, Chief Accounting Officer, one of its Vice Presidents or its Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature on the Securities of any of these officers may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Debt Securities, of any series series, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, Debt Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such Debt Securities. If all the form or terms of the Debt Securities of the any one series have been established by are not to be issued at one time and if a Board Resolution or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation supplemental indenture relating to such Securitiesseries shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities such as interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. If any Debt Security shall be represented by a permanent Global Note, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s interest therein upon original issuance of such Debt Security or upon exchange of a portion of a temporary Global Note shall be deemed to be delivery in connection with the original issuance of such beneficial owner’s interest in such permanent Global Note. The Trustee shall be entitled to receive, and, and (subject to Section 6.01, ) shall be fully protected in relying upon, prior to the authentication and delivery of the Debt Securities of such series, (i) the supplemental indenture or the Board Resolution by or pursuant to which the form and terms of such Debt Securities have been approved and (ii) an Opinion of Counsel stating,substantially to the effect that:
(1) that all instruments furnished by the form Company to the Trustee in connection with the authentication and delivery of such Debt Securities has conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities;
(2) the forms and terms of such Debt Securities have been established in conformity with the provisions of this Indenture;
(23) in the event that the forms or terms of such Debt Securities have been established in conformity with a supplemental indenture, the provisions execution and delivery of this Indenture; and
(3) that such Securities and supplemental indenture has been duly authorized by all necessary corporate action of the related GuaranteesCompany, when the Securities are authenticated by the Trustee and issued such supplemental indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding obligation enforceable against the Company in the manner and accordance with its terms, subject to any conditions specified applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
(4) the execution and delivery of such Opinion of Counsel, will constitute valid and legally binding obligations Debt Securities have been duly authorized by all necessary corporate action of the Company and each Guarantorsuch Debt Securities have been duly executed by the Company and, respectivelyassuming due authentication by the Trustee and delivery by the Company, are valid and binding obligations enforceable against the Company and each Guarantor, respectively, in accordance with their terms, entitled to the benefit of the Indenture, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or affecting creditors’ rights generallygenerally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding in equity or at law) general equitable principles and subject to such other exceptions as counsel shall request and as to which the Trustee shall not reasonably object; and
(iii5) an implied covenant the amount of good faith Debt Securities Outstanding of such series, together with the amount of such Debt Securities, does not exceed any limit established under the terms of this Indenture on the amount of Debt Securities of such series that may be authenticated and fair dealingdelivered. If such form or terms have been so established, the The Trustee shall not be required to authenticate such Debt Securities if the issue issuance of such Debt Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Registered Security shall be dated the date of its authentication. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the form forms provided for herein duly executed by the Trustee or by manual signaturean Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.093.08 together with a written statement (which need not comply with Section 1.02) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Genesee & Wyoming Inc)
Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by any Presidentits Chairman of the Board, a Vice Chairman, its Chief Executive Officer, Co-Chief Executive Officer, its Chief Financial Officer, its Chief Operating Officer, General Counselits President, Chief Risk Officer, Chief Accounting Officer, one of its Vice Presidents or its Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities of any of these officers may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series series, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, Debt Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such Debt Securities. If all the form Debt Securities of any one series are not to be issued at one time and if a Board Resolution or terms the Officers’ Certificate or other document pursuant to a Board Resolution or supplemental indenture relating to such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities and for the determination of the Securities terms thereof, such as interest rate, Stated Maturity, date of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 issuance and 3.01date from which interest, in authenticating such Securitiesif any, and accepting the additional responsibilities under this Indenture in relation to such Securities, the shall accrue. The Trustee shall be entitled to receive, and, and (subject to Section 6.01, 6.1) shall be fully protected in relying upon, prior to the authentication and delivery of the Debt Securities of such series, (i) the supplemental indenture or the Board Resolution by or pursuant to which the form and terms of such Debt Securities have been approved and (ii) an Opinion of Counsel stating,substantially to the effect that:
(1) that the form Company Order furnished by the Company to the Trustee in connection with the authentication and delivery of such Debt Securities has been established in conformity conforms to the requirements of this Indenture and constitutes sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities;
(2) the forms and terms (or, if applicable, the manner of determining the terms) of such Debt Securities are consistent with the provisions of this Indenture;
(23) in the event that the forms or terms of such Debt Securities have been established in conformity with a supplemental indenture, the provisions execution and delivery of this Indenture; and
(3) that such Securities and supplemental indenture has been duly authorized by all necessary corporate action of the related GuaranteesCompany, when the Securities are authenticated by the Trustee and issued such supplemental indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding obligation enforceable against the Company in the manner accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to any conditions specified in such Opinion other exceptions as counsel shall conclude do not materially affect the rights of Counsel, will constitute valid the Holders of such Debt Securities; and
(4) the execution and legally binding obligations delivery of such Debt Securities have been duly authorized by all necessary corporate action of the Company and each Guarantorsuch Debt Securities (if to be issued at the time of delivery of such Company Order) have been duly executed and delivered by the Company and, respectivelyassuming due authentication by the Trustee and execution and delivery by the Company (if to be issued after delivery of such Company Order in accordance with the foregoing procedures), are valid and binding obligations enforceable against the Company and each Guarantor, respectively, in accordance with their terms, entitled to the benefit of the Indenture, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or affecting creditors’ rights generallygenerally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding in equity or at law) general equitable principles and subject to such other exceptions as counsel shall conclude do not materially affect the rights of the Holders of such Debt Securities; and
(iii5) an implied covenant the amount of good faith Debt Securities Outstanding of such series, together with the amount of such Debt Securities, does not exceed any limit established under the terms of this Indenture on the amount of Debt Securities of such series that may be authenticated and fair dealingdelivered. If such form or terms have been so established, the The Trustee shall not be required to authenticate such Debt Securities if the issue issuance of such Debt Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Each Debt Security shall be dated the date of its authentication. Notwithstanding the provisions of Section 3.01 3.1 and of the preceding paragraph of this Section 3.03paragraphs, if all Debt Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Board Resolution or any Officers’ Certificate of the Company or other document pursuant to a Board Resolution otherwise required pursuant to Section 3.01 3.1 or the Company Order Order, the Officers’ Certificate and Opinion of Counsel otherwise required pursuant to this Section 3.03 such preceding paragraphs or Sections 1.2 and 2.1 at or prior to the authentication of each Debt Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Debt Security of such series to be issued. Each Security shall With respect to Debt Securities of a series that are not to be dated originally issued at one time, the date Trustee may rely, as to the authorization by the Company of its authenticationany of such Debt Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Debt Securities of such series. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the form forms provided for herein duly executed by an authorized officer of the Trustee or by manual signaturean Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.093.8 together with a written statement (which need not comply with Section 1.2) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Sigma Aldrich Corp)
Execution, Authentication, Delivery and Dating. The Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Debt Securities, or any Tranche thereof, the Debt Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary an Authorized Officer and may have the corporate seal of the Company (affixed thereto or reproduced thereon attested by any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)other Authorized Officer. The signature of any or all of these officers on the Debt Securities may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of individuals who were at any the time the proper of execution Authorized Officers of the Company shall bind the CompanyCompany and the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities. At any The Trustee shall authenticate and deliver Debt Securities of a series, for original issue, at one time and or from time to time after the execution and delivery of this Indenture, in accordance with the Company may deliver Securities of any series executed Order referred to below, upon receipt by the Company to Trustee of:
(a) the Trustee for authenticationinstrument or instruments establishing the form or forms and terms of such series, together with as provided in Sections 2.01 and 3.01;
(b) a Company Order for requesting the authentication and delivery of such SecuritiesDebt Securities and, and to the Trustee in accordance with extent that the Company Order shall authenticate and deliver such Securities. If the form or terms of the such Debt Securities of the series shall not have been established by in an indenture supplemental hereto or in a Board Resolution of the Company, or in an Officer's Certificate pursuant to one a supplemental indenture or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions Board Resolution of the Company, all as permitted contemplated by Sections 2.01 and 3.01, either (i) establishing such terms or (ii) in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, case of Debt Securities of a series subject to Section 6.01a Periodic Offering, shall specifying procedures, acceptable to the Trustee, by which such terms are to be fully protected established, in relying uponeither case in accordance with the instrument or instruments delivered pursuant to clause (a) above;
(c) the Debt Securities of such series, executed on behalf of the Company by an Authorized Officer;
(d) an Opinion of Counsel stating,to the effect that:
(1i) that the form or forms of such Debt Securities has have been duly authorized by the Company and have been established in conformity with the provisions of this Indenture;
(2ii) that the terms of such Debt Securities have been duly authorized by the Company and have been established in conformity with the provisions of this Indenture; and
(3iii) that such Securities assuming authentication and the related Guarantees, when the Securities are authenticated delivery by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, such Debt Securities will constitute have been duly issued under this Indenture and will be legal, valid and legally binding obligations of the Company and each the Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject subject, as to (i) the effects of bankruptcyenforcement, insolvency, fraudulent conveyance, reorganization, moratorium and other similar to laws relating to or affecting generally the enforcement of creditors’ rights generally' rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (ii) general equitable principles and (iii) an implied covenant regardless of good faith and fair dealing. If whether such form enforceability is considered in a proceeding in equity or terms have been so establishedat law); provided, however, that, with respect to Debt Securities of a series subject to a Periodic Offering, the Trustee shall not be required entitled to authenticate receive such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 only once at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance time of the first Security authentication of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form Debt Securities (provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated Opinion of Counsel addresses the authentication and delivered hereunder. Notwithstanding delivery of all Debt Securities of such series) and that in lieu of the foregoing, if any Security shall have been authenticated opinions described in clauses (ii) and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.(iii) above Counsel may opine that:
Appears in 1 contract
Sources: Indenture (Devon Financing Trust Ii)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any Presidentits Chairman, Vice Chairman, Chief Executive Officer, Co-Chief President, Senior Executive OfficerVice President, Executive Vice President, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Officer or Treasurer and attested by its Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretary. The signature of any of these officers on the Securities may be manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and a supplemental indenture or Officer’s Certificate pursuant to Section 3.01, setting forth the terms of the Securities. The Trustee in accordance with the Company Order shall authenticate and deliver such SecuritiesSecurities without any further action by the Company. If the form or terms of In authenticating the Securities of the any series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, Securities the Trustee shall be entitled to receive, and, and (subject to Section 6.01, ) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established Counsel, prepared in conformity accordance with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) Section 1.02 stating that such Securities and the related GuaranteesSecurities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject subject, as to (i) the effects of enforcement, to bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generallyand to general equity principles. The Trustee shall have the right to decline to authenticate and deliver any security under this Section if the Trustee, (ii) general equitable principles and (iii) an implied covenant of being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith and fair dealing. If shall determine that such form or terms have been so established, action would expose the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedpersonal liability. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, or facsimile signature and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary the Chairman of the Company (Board, the President or any sole or managing member one of the Company or the ultimate Vice Presidents of its general partner, sole or managing member under the corporate seal of such member)general partner reproduced thereon and the Guarantee to be endorsed on the Securities shall be executed on behalf of the Guarantor by their Chairmen of the Board, their Presidents or one of their Vice-Presidents. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company Issuer or the Guarantor shall bind the CompanyIssuer or the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series executed by the Company Issuer having a Guarantee endorsed thereon executed by the Guarantor to the Trustee for authentication, together with a Company Issuer Order for the authentication and delivery of such Securities, Securities with the Guarantee of the Guarantor endorsed thereon; and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such SecuritiesSecurities with the Guarantee of the Guarantor endorsed thereon as in this Indenture provided and not otherwise. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 Section 2.1 and 3.013.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1a) that if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture;
(2b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that the such terms have been established in conformity with the provisions of this Indenture;
(c) that such Securities have been duly and validly issued in accordance with the terms of the Indenture, and are entitled to all the rights and benefits set forth herein; and
(3d) that all conditions precedent to the authentica- tion and delivery of such Securities have been complied with and the related Guaranteesthat such Securities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectivelyIssuer, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, (ii) and to general equitable principles and (iii) an implied covenant of good faith and fair dealingequity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 3.1 and of the preceding paragraph of this Section 3.03paragraph, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ ' Certificate of the Company otherwise required pursuant to Section 3.01 3.1 or the Company Issuer Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuer, and the Company Issuer shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.10, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Regency Centers Lp)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Corporation by any its Chairman, its President, Chairman, its Chief Executive Officer, Co-Chief Executive Officer, its Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, its Chief Accounting OfficerOfficer or a Vice-President, Treasurertogether with any one of the Corporate Secretary, or Assistant Corporate Secretary, the Treasurer or an Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature of any of these officers on the Securities may be the manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company Corporation shall bind the CompanyCorporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Corporation may deliver Securities of any series series, executed by the Company Corporation to the Trustee for authentication, together with a Company Corporation Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company such Corporation Order shall authenticate and deliver such Securities. If the form or terms of not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Corporation Order may set forth procedures acceptable to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as permitted by Sections 2.01 interest rate, stated maturity, date of issuance and 3.01, in date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion one or more Opinions of Counsel stating,:
(1a) that if the form of such Securities has been established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture;
(2b) if the terms of such Securities have been established by or pursuant to one or more Board Resolutions or established in one or more indentures supplemental hereto as permitted by Section 3.01, that the such terms have been established in conformity with the provisions of this Indenture; and
(3c) that such Securities and the related GuaranteesSecurities, when the Securities are authenticated completed by the Trustee appropriate insertions and issued executed and delivered by the Company Corporation to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Corporation in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company and each Guarantor, respectivelyCorporation, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, (ii) and to general equitable principles principles. Notwithstanding the provisions of Section 3.01 and (iii) an implied covenant of good faith the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.01 or the Corporation Order and fair dealingOpinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series. If such form or terms have been so established, the The Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the CompanyCorporation, and the Company Corporation shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Corporation, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled entitle a Holder to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Ovintiv Inc.)
Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairman, its Chief Executive Officer, Co-Chief Executive Officer, its Chief Financial Officer, its Chief Operating Officer, General Counselits President, Chief Risk Officer, Chief Accounting Officer, one of its Vice Presidents or its Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities of any of these officers may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series series, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, Debt Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such Debt Securities. If all the form Debt Securities of any one series are not to be issued at one time and if a Board Resolution or terms the Officers’ Certificate or other document pursuant to a Board Resolution or supplemental indenture relating to such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities and for the determination of the terms thereof, such as interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. The Trustee shall receive, prior to the authentication and delivery of the Debt Securities of such series, (i) the series have been established supplemental indenture or the Board Resolution by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 which the form and 3.01, in authenticating terms of such Securities, Debt Securities have been approved and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, (ii) an Opinion of Counsel stating,substantially to the effect that:
(1) that the form Company Order furnished by the Company to the Trustee in connection with the authentication and delivery of such Debt Securities has been established in conformity conforms to the requirements of this Indenture and constitutes sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities;
(2) the forms and terms (or, if applicable, the manner of determining the terms) of such Debt Securities are consistent with the provisions of this Indenture;
(23) in the event that the forms or terms of such Debt Securities have been established in conformity with a supplemental indenture, the provisions execution and delivery of this Indenture; and
(3) that such Securities and supplemental indenture has been duly authorized by all necessary corporate action of the related GuaranteesCompany, when the Securities are authenticated by the Trustee and issued such supplemental indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding obligation enforceable against the Company in the manner accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to any conditions specified in such Opinion other exceptions as counsel shall conclude do not materially affect the rights of Counsel, will constitute valid the Holders of such Debt Securities;
(4) the execution and legally binding obligations delivery of such Debt Securities have been duly authorized by all necessary corporate action of the Company and each Guarantorsuch Debt Securities (if to be issued at the time of delivery of such Company Order) have been duly executed and delivered by the Company and, respectivelyassuming due authentication by the Trustee and execution and delivery by the Company (if to be issued after delivery of such Company Order in accordance with the foregoing procedures), are valid and binding obligations enforceable against the Company and each Guarantor, respectively, in accordance with their terms, entitled to the benefit of the Indenture, subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar laws relating to or affecting creditors’ rights generallygenerally and subject, as to enforceability, to general principles of equity (iiregardless of whether enforcement is sought in a proceeding in equity or at law) general equitable principles and subject to such other exceptions as counsel shall conclude do not materially affect the rights of the Holders of such Debt Securities; and
(iii5) an implied covenant the amount of good faith Debt Securities Outstanding of such series, together with the amount of such Debt Securities, does not exceed any limit established under the terms of this Indenture on the amount of Debt Securities of such series that may be authenticated and fair dealingdelivered. If such form or terms have been so established, the The Trustee shall not be required to authenticate such Debt Securities if the issue issuance of such Debt Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Debt Security shall be dated the date of its authentication. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the form forms provided for herein duly executed by an authorized officer of the Trustee or by manual signaturean Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.093.8 together with a written statement (which need not comply with Section 1.2) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. Reference is made to Section 17.3 concerning execution and delivery of the Guarantees.
Appears in 1 contract
Sources: Indenture (Energizer Holdings Inc)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any Presidentits Chairman of the Board, Chairmanits principal financial officer, its Chief Executive Officer, Co-Chief Executive Officerits President or one of its Vice Presidents, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, its Treasurer or its Assistant Treasurer, Managing Directors, Director, attested by its Secretary or one of its Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and, if applicable, having endorsed thereon the Guarantees executed as provided in Section 15.02 to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order (which may provide that Securities that are the subject thereof will be authenticated and delivered by the Trustee from time to time upon the telephonic or written order of Persons designated in said Company Order and that such Persons are authorized to determine such terms and conditions of said Securities as are specified in the Company Order) shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, ) shall be fully protected in relying upon, a copy of such Board Resolution, the Officers’ Certificate setting forth the terms of the series and an Opinion of Counsel, with such Opinion of Counsel stating,
(1) that if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture;
(2) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that the such terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related GuaranteesSecurities, when the Securities are authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company Company, and, if applicable, the Guarantees endorsed thereon will constitute valid and legally binding obligations of the Guarantors, in each Guarantor, respectively, case enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally, (ii) and to general equitable principles and (iii) an implied covenant of good faith and fair dealingequity principles. If such form or terms have been so establishedHowever, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03paragraph, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.
Appears in 1 contract
Sources: Indenture (Chattem Inc)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its managing director or any Presidentother director, Chairmanofficer, Chief Executive Officeremployee, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary designee or Assistant Secretary agent of the Company (or any sole or managing member duly authorized by the Board of the Company or the ultimate general partner, sole or managing member of such member)Directors. The signature of any of these officers on the Securities may be manual or facsimile. The Parent Guarantees shall be executed on behalf of the Parent Guarantor by its Chairman of the Board, a Vice Chairman of the Board, or one or more of its Presidents or Vice Presidents. The signature of any of these officers on the Parent Guarantees may be manual or facsimile. Securities or Parent Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company or the Parent Guarantor, as applicable, shall bind the CompanyCompany or the Parent Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, executed by the Company to the Trustee for the Securities of such series for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee such Trustee, in accordance with the Company Order Order, shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of Section 3.2, this Section 3.4 and Section 3.5, the form notation of a beneficial owner’s interest therein upon original issuance of such Security or terms upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner’s interest in such permanent Global Security. If all the Securities of any one series are not to be issued at one time and if a Board Resolution relating to such Securities shall so permit, such Company Order may set forth procedures acceptable to the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating Trustee for the issuance of such Securities, including, without limitation, procedures with respect to interest rate, Stated Maturity, date of issuance and accepting the additional responsibilities under this Indenture in relation to such Securitiesdate from which interest, the Trustee shall be entitled to receive, and, subject to Section 6.01if any, shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions of this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteeaccrue. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03any contrary provision herein, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Board Resolution, Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 1.2 and Section 2.1 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein manually executed by the Trustee by manual signaturefor such Security or on its behalf pursuant to Section 6.12, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding Each Depositary designated pursuant to Section 3.1 for a Global Security in registered form must, at the foregoingtime of its designation and at all times while it serves as Depositary, if be a clearing agency registered under the Exchange Act and any Security other applicable statute or regulation. In case any Securities shall have been authenticated and delivered hereunder authenticated, but never issued and sold not delivered, by the CompanyTrustee or the Authenticating Agent for such series then in office, any successor by merger, conversion or consolidation to such Trustee, or any successor Authenticating Agent, as the case may be, may adopt such authentication and deliver the Company shall deliver Securities so authenticated with the same effect as if such Security to the successor Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture or successor Authentication Agent had itself authenticated such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureSecurities.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, its Chairman, Chief Executive Officerits President or a Vice President of the Company, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon and attested by its Secretary or an Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)Company. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and having the notation of Subsidiary Guarantees executed by the Subsidiary Guarantors to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that the form of such Securities has been established in conformity with the provisions notation of Subsidiary Guarantees thereon as provided in this Indenture;
(2) that the terms have been established in conformity with the provisions of this Indenture; and
(3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signaturesignature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Company, pursuant to and in compliance with Article VIII hereof, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Properties substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII hereof, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name.
Appears in 1 contract
Sources: Indenture (Flores & Rucks Inc /De/)
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any the Chairman of the Board, the President, Chairman, the Chief Executive Officer, Co-the Chief Executive Operating Officer, the Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary the Treasurer or Assistant Secretary any Vice President of the Company (or any sole or managing member of the Company or the ultimate general partnerCompany, sole or managing member of such member)and need not be attested. The signature signatures of any of these officers on the Securities may be manual or facsimile. The interest coupons, if any, of Bearer Securities shall bear the facsimile signature of the Chairman of the Board, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or any Vice President of the Company, and need not be attested. -32- 42 Securities and interest coupons bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices be Officers prior to the authentication and delivery of such Securities or did were not hold such offices Officers at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenturetime, the Company may deliver Securities Securities, together with any interest coupons appertaining thereto, of any series executed by the Company and having endorsed (by attachment or imprint) thereon the Senior Guarantees executed as provided in Section 16.2 by the Guarantors to the Trustee for authentication, together with a Company Order for the authentication and delivery of such SecuritiesSecurities with such Senior Guarantees endorsed thereon, and the Trustee in accordance with the such Company Order shall authenticate and deliver such SecuritiesSecurities with such Senior Guarantees endorsed thereon to or upon the order of the Company (as set forth in such Company Order); provided, however, that, in the case of Securities of a series offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities with the Senior Guarantees endorsed thereon of the a series have been established by or pursuant to one or more Company Board Resolutions or pursuant to authority granted by one or more Company Resolutions indentures supplemental hereto as permitted by Sections 2.01 2.1 and 3.013.1, in authenticating such Securities, Securities with the Senior Guarantees endorsed thereon and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities with the Senior Guarantees endorsed thereon, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, section 315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon, ,
(i) an Opinion of Counsel stating,:
(1) that if the form or forms of such Securities has and any interest coupons with Senior Guarantees endorsed thereon have been established by or pursuant to a Board Resolution as permitted by Section 2.1, that such forms have been established in conformity with the provisions of this Indenture;
(2) that if the terms of such Securities and any interest coupons with Senior Guarantees endorsed thereon have been been, or, in the case of Securities of a series with Senior Guarantees endorsed thereon offered in a Periodic Offering, will be, established by or pursuant to a Board Resolution as permitted by Section 3.1, that -33- 43 such terms have been, or, in the case of Securities of a series with Senior Guarantees endorsed thereon offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture; and, subject, in the case of Securities with Senior Guarantees endorsed thereon offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel;
(3) if the form or terms of such Securities have been established in an indenture supplemental hereto, that such Securities and the related Guaranteessupplemental indenture has been duly authorized, when the Securities are authenticated by the Trustee and issued executed and delivered by the Company and the Guarantors and, when duly authorized, executed and delivered by the Trustee, will constitute a legal, valid and binding obligation enforceable against the Company and the Guarantors in accordance with its terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (ii) such other reasonable exceptions as may be specified in such Opinion of Counsel; and
(4) that such Securities, together with any interest coupons appertaining thereto, and the Senior Guarantees when issued by the Company and the Guarantors and (in the case of the Securities) authenticated and delivered by the Trustee in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and each Guarantorthe Guarantors, respectively, enforceable against the Company and each Guarantor, respectively, the Guarantors in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generallyand to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and except further as enforcement thereof may be limited by (A) requirements that a claim with respect to any Securities or Senior Guarantees denominated other than in Dollars (or a Foreign Currency or currency unit judgment in respect of such claim) be converted into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments in Foreign Currencies or currency units or payments outside the United States, and (ii) general equitable principles and such other reasonable exceptions as may be specified in such Opinion of Counsel; and
(iiiii) an implied covenant Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of good faith such Securities have been complied with and fair dealingthat, to the knowledge of the signers of such certificate, no Event of Default with respect to such Securities shall have occurred and be continuing. If -34- 44 Notwithstanding that such form or terms have been so established, the Trustee shall not be required have the right to decline to authenticate such Securities if if, in the opinion of the Trustee (after consultation with counsel), the issue of such Securities pursuant to this Indenture will materially adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is or if the Trustee determines that such authentication may not reasonably acceptable to the Trusteelawfully be made. Notwithstanding the provisions of Section 3.01 3.1 and of the two preceding paragraph of this Section 3.03paragraphs, if all of the Securities of a any series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ ' Certificate of the Company otherwise required pursuant to Section 3.01 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the two preceding paragraphs in connection with the authentication of each Security of such series if such documents documents, with appropriate modifications to cover such future issuances, are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities with Senior Guarantees endorsed thereon of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities and by the Guarantors of any such Senior Guarantees endorsed thereon, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 3.1 that the Securities of a series are to be issued in whole or in part as Global Securities, then the Company and the Guarantors shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Global Securities with Senior Guarantees endorsed thereon that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) shall be registered, if a Registered Security, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instruction and (iv) shall bear the legend set forth in Section 2.5. Each Depositary designated pursuant to Section 3.1 for a Registered Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. If requested by the Company, the Trustee shall enter into an agreement with a Depositary governing the respective duties and rights of such Depositary and the Trustee with regard to Global Securities with Senior Guarantees endorsed thereon. Each Registered Security shall be dated the date of its authenticationauthentication and each Bearer Security shall be dated as of the date specified pursuant to Section 3.1. No Security or interest coupon appertaining thereto or Senior Guarantees endorsed thereon shall be entitled to any benefit benefits under this Indenture or be valid or obligatory for any purpose unless there appears on until such Security a certificate of authentication substantially in the form provided for herein executed has been authenticated by the manual signature of one of the authorized signatories of the Trustee by manual signature, and such certificate or an Authenticating Agent. Such signature upon any Security with Senior Guarantees endorsed thereon shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderunder this Indenture and is entitled to the benefits of this Indenture and that each Senior Guarantee endorsed thereon has been duly endorsed thereon and delivered under this Indenture. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant interest coupons for interest then matured have been detached and cancelled. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.093.9 together with a written statement (which need not comply with Section 1.2 hereof and need not be accompanied by an Officers' Certificate or an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never not be entitled to the benefits of this Indenture.
Appears in 1 contract
Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its Vice President or a Treasurer under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretary Secretaries. Coupons shall be executed on behalf of the Company (by the Treasurer or any sole or managing member Assistant Treasurer of the Company or the ultimate general partner, sole or managing member of such member)Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper Officers officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such SecuritiesSecurities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of Securities, together with any series Coupons appertaining thereto, executed by the Company Company, to the Trustee for authenticationauthentication and, together provided that the Board Resolution and Officers’ Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver make available for delivery such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 2.01 and 3.01, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and, and (subject to Section 6.01, the provisions of Article VI) shall be fully protected in relying upon, an Opinion of Counsel stating,
(1) that an Opinion of Counsel to the effect that:
(a) the form or forms and terms of such Securities has and Coupons, if any, have been established in conformity with the provisions of this Indenture;
(2b) that all conditions precedent to the terms authentication and delivery of such Securities and Coupons, if any, appertaining thereto have been established in conformity complied with the provisions of this Indenture; and
(3) and that such Securities and the related GuaranteesCoupons, when completed by appropriate insertions, executed under the Securities are Company’s corporate seal and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for authentication pursuant to this Indenture, and authenticated and made available for delivery by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legally valid and legally binding obligations of the Company and each Guarantor, respectivelyCompany, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, except as enforcement thereof may be subject to (i) the effects of or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, reorganization, moratorium and fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally, and subject to general principles of equity (iiregardless of whether enforcement is sought in a proceeding in equity or at law) general and will entitle the Holders thereof to the benefits of this Indenture, including the Guarantees; such Opinion of Counsel need express no opinion as to the availability of equitable principles remedies; and
(c) all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and
(iii2) an implied covenant Officers’ Certificate and a Guarantor’s Officers’ Certificate stating that all conditions precedent to the execution, authentication and delivery of good faith such Securities and fair dealingCoupons, if any, appertaining thereto have been complied with and that, to the best knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers’ Certificate at the time of issuance of each Security, but such form opinion and certificate, with appropriate modifications, shall be delivered at or terms before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company that the Trustee authenticate and make available for delivery Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been so established, the complied with. The Trustee shall not be required to authenticate such or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are being advised by counsel, determines that such action may not to lawfully be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issuedtaken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Section 2.2 or 6.13 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature, and such signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered made available for delivery hereunder. Notwithstanding Except as permitted by Section 3.6 or 3.7, the foregoing, if Trustee shall not authenticate and make available for delivery any Bearer Security shall unless all Coupons appertaining thereto then matured have been authenticated detached and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturecancelled.
Appears in 1 contract
Sources: Indenture (Cox Radio Inc)