Common use of Forms of Notes Clause in Contracts

Forms of Notes. (a) The Notes of each Class shall be issuable only as registered Notes. The initial Class A Notes and the Indenture Trustee's certificate of authentication shall be in substantially the form set forth in Exhibit A to this Indenture and the initial Class B Note and the Indenture Trustee's certificate of authentication shall be in substantially the form set forth in Exhibit B to this Indenture, with such appropriate restrictive legends, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or as may in the Owner Trustee's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by any applicable regulation (whether proposed, temporary or final) promulgated pursuant to the Code, including, without limitation, any legend required in respect of original issue discount on any Note, or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof with an appropriate reference on the face of the Note. (b) The Class A Notes (if they are no longer represented by global notes) and the Class B Notes shall be printed, typewritten, lithographed, engraved or produced by any combination of these methods on certificates with or without steel engraved borders or may be produced in any other manner determined by the Owner Trustee, all as determined by the officers executing such Class A Notes and Class B Notes, as evidenced by their execution thereof.

Appears in 3 contracts

Sources: Indenture (Capital One Auto Receivables Trust 2001-B), Indenture (Capital One Auto Receivables LLC), Indenture (Capital One Auto Finance Trust 2002-A)

Forms of Notes. (a) The Except as otherwise provided pursuant to this Section 2.2, the Notes of each Class shall be are issuable only as in fully registered Notes. The initial Class A Notes and the Indenture Trustee's certificate of authentication shall be form without coupons in substantially the form set forth in of Exhibit A to and Exhibit B hereto with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the initial Class B Note extent applicable, the Issuer, the Guarantor and the Indenture Trustee's certificate , by their execution and delivery of authentication shall be in substantially the form set forth in Exhibit B to this Supplemental Indenture, with expressly agree to such appropriate restrictive legends, insertions, omissions, substitutions terms and other variations as are required or permitted by this Indenture or as may in provisions and to be bound thereby. Any of the Owner Trustee's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable laws, and Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or endorsements placed thereon as may be required by to comply with any applicable law or with any rule or regulation (whether proposed, temporary made pursuant thereto or final) promulgated pursuant to with any rule or regulation of any securities exchange or automated quotation system on which the Code, including, without limitation, Notes of any legend required in respect of original issue discount on any Noteseries may be listed or designated for issuance, or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof with an appropriate reference on the face of the Noteto conform to usage. (b) The Class A Notes (if they are no longer represented by global notes) and the Class B Guarantees are being (i) initially offered and sold by the Issuer to the underwriters thereof pursuant to the Underwriting Agreement. The Notes shall be printedissued initially in the form of one or more permanent global Notes in fully registered form without interest coupons, typewrittensubstantially in the form of Exhibit A and Exhibit B hereto (the “Global Notes”), lithographed, engraved or produced by any combination of these methods on certificates each with or without steel engraved borders or may the applicable legends as provided in Section 2.3. Each Global Note shall be produced in any other manner determined duly executed by the Owner Issuer and authenticated and delivered by the Trustee, all as determined shall have endorsed thereon the applicable Guarantees executed by the officers executing Guarantor and shall be registered in the name of the Depositary or its nominee and retained by the Trustee, as Custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Notes evidenced thereby. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian, and of the Depositary or its nominee, as hereinafter provided. (c) At such Class A Notes and Class B time as all beneficial interests in a Global Note have either been exchanged for Physical Notes, as evidenced redeemed, repurchased or cancelled, such Global Note shall be returned by their execution thereofthe Depositary to the Trustee for cancellation or retained and cancelled by the Trustee at the written direction of the Issuer. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Physical Notes, redeemed, repurchased or cancelled, the principal amount of Notes of the relevant series represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note, by the Trustee, to reflect such reduction.

Appears in 2 contracts

Sources: Fourth Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD), Third Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD)

Forms of Notes. (a) The Initial Notes of each Class shall be issuable only as registered Notes. The initial Class A Notes and the Indenture Trustee's certificate of authentication series shall be in substantially the form set forth forms of Annex A and Annex B hereto, respectively, and, in Exhibit A to this Indenture and the initial Class B Note and event of an Exchange Offer, the Indenture Trustee's certificate Exchange Notes of authentication each series shall be in substantially the form set forth in Exhibit B to this Indentureforms of Annex C and Annex D hereto, with such appropriate restrictive legends, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or as may in the Owner Trustee's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable lawsrespectively, and in each case may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required by to comply with any applicable law or with any rule or regulation (whether proposed, temporary made pursuant thereto or final) promulgated pursuant to with any rule or regulation of any stock exchange on which the Code, including, without limitation, any legend required in respect of original issue discount on any NoteNotes may be listed, or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, executing such Notes, as evidenced by their execution thereofto conform to usage. Any portion of the text of any Note may be set forth on the reverse thereof with an appropriate reference on the face of the Note. (b) The Class A Notes (if they are no longer represented by global notes) and the Class B Definitive Notes shall be printed, typewritten, lithographed, lithographed or engraved or produced by any combination of these methods on certificates with a steel engraved border or without steel engraved borders or may be produced in any other manner determined by the Owner Trusteemanner, all as determined by the officers executing such Class A Notes and Class B Notes, as evidenced by their execution thereofof such Notes. SECTION 202. Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. BANKERS TRUST COMPANY, as Trustee By: Authorized Signatory SECTION 203. Notes Issuable in Global Form. The Initial Notes shall be issuable and transferable in fully registered form as Registered Notes. Each series of the Initial Notes shall be issued in the form of one or more permanent Global Notes or, in the case of accredited “institutional investors”, in the form of one or more Definitive Notes. In the event of an Exchange Offer, the Exchange Notes shall be issuable and transferable in fully registered form as Registered Notes. Each series of Exchange Notes shall be issued in the form of one or more permanent Global Notes. The depository for the Notes shall initially be DTC. The Notes shall not be issuable in definitive form except as provided in Section 305 of this Indenture. If Notes of or within a series are issuable in global form, then, notwithstanding the provisions of Section 302, any such Note shall represent such of the Outstanding Notes of such series as shall be specified therein and may provide that it shall represent the aggregate principal amount of Outstanding Notes of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Notes of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Note in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Notes represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Note in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Note in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Note represented by a Note in global form if such Note was never issued and sold by the Company and the Company delivers to the Trustee the Note in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Notes represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, payment of principal of and any premium and interest on any Note in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Notes represented by a permanent Global Note in the case of a permanent Global Note in registered form, the Holder of such permanent Global Note in registered form.

Appears in 2 contracts

Sources: Indenture (Carramerica Realty Corp), Indenture (Carramerica Realty Corp)

Forms of Notes. (a) The 2009 Notes of each Class shall be issuable only as registered Notes. The initial Class A Notes and the Indenture Trustee's certificate of authentication shall be substantially in substantially the form set forth in Exhibit A to this Indenture and hereto, the initial Class B Note and the Indenture Trustee's certificate of authentication 2011 Notes shall be substantially in substantially the form set forth in Exhibit B to this Indenturehereto and the 2016 Notes shall be substantially in the form set forth in Exhibit C hereto, in each case with such appropriate restrictive legends, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or as may in the Owner Trustee's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable lawsIndenture, and may have with such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by to comply with the rules of any applicable regulation (whether proposedsecurities exchange or Depositary therefor, temporary or final) promulgated pursuant to the CodeInternal Revenue Code of 1986, includingas amended, without limitation, any legend required in respect of original issue discount on any Noteand the regulations thereunder, or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, executing such Notes, as evidenced by their execution thereof. Any portion The terms and provisions contained in the forms of Notes attached hereto as Exhibit A, Exhibit B and Exhibit C shall constitute, and are hereby expressly made, a part of this Indenture and, to the text of any Note may be set forth on extent applicable, the reverse thereof with an appropriate reference on the face of the Note. (b) The Class A Notes (if they are no longer represented by global notes) Company and the Class B Notes shall be printed, typewritten, lithographed, engraved or produced by any combination of these methods on certificates with or without steel engraved borders or may be produced in any other manner determined by the Owner Trustee, all as determined by the officers executing such Class A Notes and Class B Notes, as evidenced by their execution thereofand delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall initially be issued in the form of permanent Global Note in registered form. The aggregate Principal Amount of the Global Notes 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.

Appears in 2 contracts

Sources: Indenture (Cisco Systems Inc), Indenture (Cisco Systems Inc)

Forms of Notes. (a) The 2009 Notes of each Class shall be issuable only as registered Notes. The initial Class A Notes and the Indenture Trustee's certificate of authentication shall be substantially in substantially the form set forth in Exhibit A to this Indenture and hereto, the initial Class B Note and the Indenture Trustee's certificate of authentication 2011 Notes shall be substantially in substantially the form set forth in Exhibit B to this Indenturehereto and the 2016 Notes shall be substantially in the form set forth in Exhibit C hereto, in each case with such appropriate restrictive legends, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or as may in the Owner Trustee's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable lawsIndenture, and may have with such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by to comply with the rules of any applicable regulation (whether proposedsecurities exchange or Depositary therefor, temporary or final) promulgated pursuant to the CodeInternal Revenue Code of 1986, includingas amended, without limitation, any legend required in respect of original issue discount on any Noteand the regulations thereunder, or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, executing such Notes, as evidenced by their execution thereof. Any portion The terms and provisions contained in the forms of Notes attached hereto as Exhibit A, Exhibit B and Exhibit C shall constitute, and are hereby expressly made, a part of this Indenture and, to the text of any Note may be set forth on extent applicable, the reverse thereof with an appropriate reference on the face of the Note. (b) The Class A Notes (if they are no longer represented by global notes) Company and the Class B Notes shall be printed, typewritten, lithographed, engraved or produced by any combination of these methods on certificates with or without steel engraved borders or may be produced in any other manner determined by the Owner Trustee, all as determined by the officers executing such Class A Notes and Class B Notes, as evidenced by their execution thereofand delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall initially be issued in the form of permanent Global Notes in registered form. The aggregate Principal Amount of the Global Notes 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.

Appears in 2 contracts

Sources: Indenture (Seagate Technology HDD Holdings), Indenture (Seagate Technology)

Forms of Notes. (a) The 2014 Floating Rate Notes of each Class shall be issuable only as registered Notes. The initial Class A Notes and the Indenture Trustee's certificate of authentication shall be substantially in substantially the form set forth in Exhibit A to this Indenture and hereto, the initial Class B Note and the Indenture Trustee's certificate of authentication 2014 Fixed Rate Notes shall be substantially in substantially the form set forth in Exhibit B to this Indenturehereto and the 2017 Fixed Rate Notes shall be substantially in the form set forth in Exhibit C hereto, in each case with such appropriate restrictive legends, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or as may in the Owner Trustee's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable lawsIndenture, and may have with such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by to comply with the rules of any applicable regulation (whether proposedsecurities exchange or Depositary therefor, temporary or final) promulgated pursuant to the CodeInternal Revenue Code of 1986, includingas amended, without limitation, any legend required in respect of original issue discount on any Noteand the regulations thereunder, or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, executing such Notes, as evidenced by their execution thereof. Any portion The terms and provisions contained in the forms of Notes attached hereto as Exhibit A, Exhibit B and Exhibit C shall constitute, and are hereby expressly made, a part of this Indenture and, to the text of any Note may be set forth on extent applicable, the reverse thereof with an appropriate reference on the face of the Note. (b) The Class A Notes (if they are no longer represented by global notes) Company and the Class B Notes shall be printed, typewritten, lithographed, engraved or produced by any combination of these methods on certificates with or without steel engraved borders or may be produced in any other manner determined by the Owner Trustee, all as determined by the officers executing such Class A Notes and Class B Notes, as evidenced by their execution thereofand delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall initially be issued in the form of permanent Global Notes in registered form. The aggregate Principal Amount of the Global Notes 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.

Appears in 2 contracts

Sources: Indenture (Cisco Systems Inc), Indenture (Cisco Systems Inc)

Forms of Notes. (a) The Except as otherwise provided pursuant to this Section 2.2, the Notes of each Class shall be are issuable only as in fully registered Notes. The initial Class A Notes and the Indenture Trustee's certificate of authentication shall be form without coupons in substantially the form set forth in of Exhibit A to and Exhibit B hereto with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the initial Class B Note extent applicable, the Issuer, the Guarantor and the Indenture Trustee's certificate , by their execution and delivery of authentication shall be in substantially the form set forth in Exhibit B to this Supplemental Indenture, with expressly agree to such appropriate restrictive legends, insertions, omissions, substitutions terms and other variations as are required or permitted by this Indenture or as may in provisions and to be bound thereby. Any of the Owner Trustee's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable laws, and Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or endorsements placed thereon as may be required by to comply with any applicable law or with any rule or regulation (whether proposed, temporary made pursuant thereto or final) promulgated pursuant to with any rule or regulation of any securities exchange or automated quotation system on which the Code, including, without limitation, Notes of any legend required in respect of original issue discount on any Noteseries may be listed or designated for issuance, or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof with an appropriate reference on the face of the Noteto conform to usage. (b) The Class A Notes (if they are no longer represented by global notes) and the Class B Guarantees are being (i) initially offered and sold by the Issuer to the underwriters thereof pursuant to the Underwriting Agreement. The Notes shall be printedissued initially in the form of one or more permanent global Notes in fully registered form without interest coupons, typewrittensubstantially in the form of Exhibit A and Exhibit B hereto (the “Global Notes”), lithographed, engraved or produced by any combination of these methods on certificates each with or without steel engraved borders or may the applicable legends as provided in Section 2.3. Each Global Note shall be produced in any other manner determined duly executed by the Owner Issuer and authenticated and delivered by the Trustee, all as determined shall have endorsed thereon the applicable Guarantees executed by the officers executing Guarantor and shall be deposited with and registered in the name of the Common Depositary or its nominee for the accounts of Euroclear and Clearstream. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar or the Paying Agent, at the direction of the Trustee, as hereinafter provided. (c) At such Class A Notes and Class B time as all beneficial interests in a Global Note have either been exchanged for Physical Notes, as evidenced redeemed, repurchased or cancelled, such Global Note shall be returned by their execution thereofthe Common Depositary to the Trustee for cancellation or retained and cancelled by the Trustee at the written direction of the Issuer. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Physical Notes, redeemed, repurchased or cancelled, the principal amount of Notes of the relevant series represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note, by the Trustee, to reflect such reduction.

Appears in 2 contracts

Sources: Fourth Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD), Third Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD)

Forms of Notes. (a) The Except as otherwise provided pursuant to this Section 2.2, the Notes of each Class shall be are issuable only as in fully registered Notes. The initial Class A Notes and the Indenture Trustee's certificate of authentication shall be form without coupons in substantially the form set forth in of Exhibit A to hereto with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the initial Class B Note extent applicable, the Issuer, the Guarantor and the Indenture Trustee's certificate , by their execution and delivery of authentication shall be in substantially the form set forth in Exhibit B to this Supplemental Indenture, with expressly agree to such appropriate restrictive legends, insertions, omissions, substitutions terms and other variations as are required or permitted by this Indenture or as may in provisions and to be bound thereby. Any of the Owner Trustee's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable laws, and Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or endorsements placed thereon as may be required by to comply with any applicable law or with any rule or regulation (whether proposed, temporary made pursuant thereto or final) promulgated pursuant to with any rule or regulation of any securities exchange or automated quotation system on which the Code, including, without limitation, any legend required in respect of original issue discount on any NoteNotes may be listed or designated for issuance, or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof with an appropriate reference on the face of the Noteto conform to usage. (b) The Class A Notes (if they are no longer represented by global notes) and the Class B Guarantee are being initially offered and sold by the Issuer to the underwriters thereof pursuant to the Underwriting Agreement. The Notes shall be printedissued initially in the form of one or more permanent global Notes in fully registered form without interest coupons, typewrittensubstantially in the form of Exhibit A hereto (the “Global Notes”), lithographed, engraved or produced by any combination of these methods on certificates each with or without steel engraved borders or may the applicable legends as provided in Section 2.3. Each Global Note shall be produced in any other manner determined duly executed by the Owner Issuer and authenticated and delivered by the Trustee, all as determined shall have endorsed thereon the applicable Guarantee executed by the officers executing Guarantor and shall be registered in the name of the Depositary or its nominee and retained by the Trustee, as Custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Notes evidenced thereby. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian, and of the Depositary or its nominee, as hereinafter provided. (c) At such Class A Notes and Class B time as all beneficial interests in a Global Note have either been exchanged for Physical Notes, as evidenced redeemed, repurchased or cancelled, such Global Note shall be returned by their execution thereofthe Depositary to the Trustee for cancellation or retained and cancelled by the Trustee at the written direction of the Issuer. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Physical Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note, by the Trustee, to reflect such reduction.

Appears in 2 contracts

Sources: Fifth Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD), First Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD)

Forms of Notes. (a) The Notes of each Class shall be issuable only as registered Notes. The initial Class A Notes and the Indenture Trustee's certificate of authentication shall be in substantially the form set forth in Exhibit A to this Indenture and the initial Class B Note and the Indenture Trustee's certificate of authentication shall be in substantially the form set forth in Exhibit B to this Indenture, with such appropriate restrictive legends, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or as may in the Owner TrusteeIssuer's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by any applicable regulation (whether proposed, temporary or final) promulgated pursuant to the Code, including, without limitation, any legend required in respect of original issue discount on any Note, or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, Issuer executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof with an appropriate reference on the face of the Note. (b) The Class A Notes (if they are no longer represented by global notes) and the Class B Notes shall be printed, typewritten, lithographed, engraved or produced by any combination of these methods on certificates with or without steel engraved borders or may be produced in any other manner determined by the Owner TrusteeIssuer, all as determined by the officers executing such Class A Notes and Class B Notes, as evidenced by their execution thereof.

Appears in 1 contract

Sources: Indenture (Capital One Auto Receivables LLC)

Forms of Notes. (a) The Notes of each Class shall be issuable only as registered Notes. The initial Class A Notes and the Indenture Trustee's certificate of authentication shall be in substantially the form set forth in Exhibit A to this Indenture and the initial Class B Note and the Indenture Trustee's certificate of authentication shall be in substantially the form set forth in Exhibit B to this Indenture, with such appropriate restrictive legends, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or as may in the Owner Trustee's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by any applicable regulation (whether proposed, temporary or final) promulgated pursuant to the Code, including, without limitation, any legend required in respect of original issue discount on any Note, or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, Owner Trustee executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof with an appropriate reference on the face of the Note. (b) The Class A Notes (if they are no longer represented by global notes) and the Class B Notes (if they are no longer represented by global notes) shall be printed, typewritten, lithographed, engraved or produced by any combination of these methods on certificates with or without steel engraved borders or may be produced in any other manner determined by the Owner Trustee, all as determined by the officers executing such Class A Notes and Class B Notes, as evidenced by their execution thereof.

Appears in 1 contract

Sources: Indenture (Capital One Auto Receivables LLC)

Forms of Notes. (a) The Notes of each Class shall be issuable only Except as registered otherwise provided pursuant to this Section 2.2, the 2020 Notes. The initial Class A , 2024 Notes and the Indenture Trustee's certificate of authentication shall be 2028 Notes are issuable in fully registered form without coupons in substantially the form set forth in Exhibit A to this Indenture and the initial Class B Note and the Indenture Trustee's certificate of authentication shall be in substantially the form set forth in Exhibit B to this IndentureExhibits A-1 - A-3 hereto, respectively, with such appropriate restrictive legends, insertions, omissions, substitutions and other variations applicable legends as are required or permitted by this Indenture or as may provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the Owner Trustee's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable lawsrespective forms of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or endorsements placed thereon as may be required by to comply with any applicable law or with any rule or regulation (whether proposed, temporary made pursuant thereto or final) promulgated pursuant to with any rule or regulation of any securities exchange or automated quotation system on which the Code, including, without limitation, Notes of any legend required in respect of original issue discount on any Noteseries may be listed or designated for issuance, or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof with an appropriate reference on the face of the Noteto conform to usage. (b) The Class A Notes (if they are no longer represented by global notes) and the Class B Guarantees are being offered and sold by the Issuer pursuant to the Subscription Agreement. The Notes shall be printedissued initially in the form of permanent global Notes in fully registered form without interest coupons, typewrittensubstantially in the form of Exhibits A-1 - A-3 hereto, lithographedrespectively (with respect to the 2020 Notes, engraved or produced by any combination of these methods on certificates the “2020 Global Note”, with or without steel engraved borders or may respect to the 2024 Notes, the “2024 Global Note” and with respect to the 2028 Notes, the “2028 Global Note” and collectively, the “Global Notes”), with the applicable legends as provided in Section 2.3. Each Global Note shall be produced in any other manner determined duly executed by the Owner Issuer and authenticated and delivered by the Trustee, all as determined shall have endorsed thereon the applicable Guarantees executed by the officers executing such Class A Notes Guarantor and Class B Notesshall be deposited with and registered in the name of the Common Depositary or its nominee for the accounts of Euroclear and Clearstream. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar or the Principal Paying Agent, at the direction of the Trustee, as evidenced by their execution thereofhereinafter provided.

Appears in 1 contract

Sources: Second Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD)

Forms of Notes. (a) The Initial Notes of each Class shall be issuable only as registered Notes. The initial Class A Notes and the Indenture Trustee's certificate of authentication series shall be in substantially the form set forth forms of Annex A and Annex B hereto, respectively, and, in Exhibit A to this Indenture and the initial Class B Note and event of an Exchange Offer, the Indenture Trustee's certificate Exchange Notes of authentication each series shall be in substantially the form set forth in Exhibit B to this Indentureforms of Annex C and Annex D hereto, with such appropriate restrictive legends, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or as may in the Owner Trustee's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable lawsrespectively, and in each case may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required by to comply with any applicable law or with any rule or regulation (whether proposed, temporary made pursuant thereto or final) promulgated pursuant to with any rule or regulation of any stock exchange on which the Code, including, without limitation, any legend required in respect of original issue discount on any NoteNotes may be listed, or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, executing such Notes, as evidenced by their execution thereofto conform to usage. Any portion of the text of any Note may be set forth on the reverse thereof with an appropriate reference on the face of the Note. (b) The Class A Notes (if they are no longer represented by global notes) and the Class B Definitive Notes shall be printed, typewritten, lithographed, lithographed or engraved or produced by any combination of these methods on certificates with a steel engraved border or without steel engraved borders or may be produced in any other manner determined by the Owner Trusteemanner, all as determined by the officers executing such Class A Notes and Class B Notes, as evidenced by their execution thereofof such Notes. SECTION 202. Form of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. BANKERS TRUST COMPANY, as Trustee By:___________________________________ Authorized Signatory SECTION 203. Notes Issuable in Global Form. The Initial Notes shall be issuable and transferable in fully registered form as Registered Notes. Each series of the Initial Notes shall be issued in the form of one or more permanent Global Notes or, in the case of accredited "institutional investors", in the form of one or more Definitive Notes. In the event of an Exchange Offer, the Exchange Notes shall be issuable and transferable in fully registered form as Registered Notes. Each series of Exchange Notes shall be issued in the form of one or more permanent Global Notes. The depository for the Notes shall initially be DTC. The Notes shall not be issuable in definitive form except as provided in Section 305 of this Indenture. If Notes of or within a series are issuable in global form, then, notwithstanding the provisions of Section 302, any such Note shall represent such of the Outstanding Notes of such series as shall be specified therein and may provide that it shall represent the aggregate principal amount of Outstanding Notes of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Notes of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Note in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Notes represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Note in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Note in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Note represented by a Note in global form if such Note was never issued and sold by the Company and the Company delivers to the Trustee the Note in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Notes represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, payment of principal of and any premium and interest on any Note in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Notes represented by a permanent Global Note in the case of a permanent Global Note in registered form, the Holder of such permanent Global Note in registered form.

Appears in 1 contract

Sources: Indenture (Carramerica Realty Corp)

Forms of Notes. (a) The Except as otherwise provided pursuant to this Section 2.2, the Notes of each Class shall be are issuable only as in fully registered Notes. The initial Class A Notes and the Indenture Trustee's certificate of authentication shall be form without coupons in substantially the form set forth in of Exhibit A to hereto with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the initial Class B Note extent applicable, the Issuer, the Guarantor and the Indenture Trustee's certificate , by their execution and delivery of authentication shall be in substantially the form set forth in Exhibit B to this Supplemental Indenture, with expressly agree to such appropriate restrictive legends, insertions, omissions, substitutions terms and other variations as are required or permitted by this Indenture or as may in provisions and to be bound thereby. Any of the Owner Trustee's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable laws, and Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or endorsements placed thereon as may be required by to comply with any applicable law or with any rule or regulation (whether proposed, temporary made pursuant thereto or final) promulgated pursuant to with any rule or regulation of any securities exchange or automated quotation system on which the Code, including, without limitation, any legend required in respect of original issue discount on any NoteNotes may be listed or designated for issuance, or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof with an appropriate reference on the face of the Noteto conform to usage. (b) The Class A Notes and the Guarantee are being (if they are no longer represented i) initially offered and sold by global notesthe Issuer to the initial purchasers thereof pursuant to the Purchase Agreement and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A (“Rule 144A Notes”) and (2) non-U.S. Persons in offshore transactions in accordance with Regulation S (“Regulation S Notes”). Add On Notes may also be considered to be Rule 144A Notes or Regulation S Notes, as applicable. The Rule 144A and the Class B Regulation S Notes shall be printedissued initially in the form of one or more permanent global Notes in fully registered form without interest coupons, typewrittensubstantially in the form of Exhibit A hereto, lithographedeach with the applicable legends as provided in Section 2.3 (each referred to as the “Rule 144A Global Note” and the “Regulation S Global Note,” respectively). The Rule 144A Global Note, engraved or produced by the Regulation S Global Note and any combination of these methods on certificates with or without steel engraved borders or may Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall be produced in any other manner determined duly executed by the Owner Issuer and authenticated and delivered by the Trustee, all as determined shall have endorsed thereon the applicable Guarantee executed by the officers executing Guarantor and shall be registered in the name of the Depositary or its nominee and retained by the Trustee, as Custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Notes evidenced thereby. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian, and of the Depositary or its nominee, as hereinafter provided. (c) At such Class A Notes and Class B time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, as evidenced transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall be returned by their execution thereofthe Depositary to the Trustee for cancellation or retained and canceled by the Trustee at the written direction of the Issuer. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Custodian, to reflect such reduction.

Appears in 1 contract

Sources: Second Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD)

Forms of Notes. (a) The Notes of each Class shall be issuable only as registered Notes. The initial Class A Notes and the Indenture Trustee's certificate ’s certificates of authentication shall be in substantially the form set forth in Exhibit A to this Indenture and the initial Class B Note and the Indenture Trustee's certificate of authentication shall be in substantially the form set forth in Exhibit B to this IndentureArticle, with such appropriate restrictive legends, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or as may in the Owner Trustee's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable lawsIndenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by to comply with applicable law or the rules of any applicable regulation (whether proposed, temporary or final) promulgated pursuant to the Code, including, without limitation, any legend required in respect of original issue discount on any Note, securities exchange or as may, consistently consistent herewith, be determined by the officers of the Seller, on behalf of the Trust, executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof with an appropriate reference on the face of the Note. (b) The Class A Notes (if they are no longer represented by global notes) and the Class B certificated Notes shall be printed, typewritten, lithographed, engraved lithographed or produced by any combination of these methods on certificates with or without steel engraved borders or may be produced in any other manner determined permitted by the Owner Trusteerules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Class A Notes and Class B Notes, as evidenced by their execution of such Notes. Each Note shall be dated the date of its authentication. The Notes shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Upon their original issuance, Rule 144A Notes shall be issued in the form of one or more Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note, are collectively herein called the “Restricted Global Note.” Upon their original issuance, Initial Regulation S Notes shall be issued in the form of one or more Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct); provided, that upon such deposit all such Notes shall be credited to or through accounts maintained at DTC by or on behalf of Euroclear or Clearstream. Such Global Notes, together with their Successor Notes which are Global Notes other than the Restricted Global Note, are collectively herein called the “Regulation S Global Note.” Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08 hereof. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream (or, in each case, the equivalent documents setting forth the procedures of Euroclear and Clearstream) shall be applicable to the transfer of beneficial interests in the Regulation S Global Note that are held by the Agent Members through Euroclear or Clearstream. Except as set forth in Section 2.08 hereof, the Global Notes may not be transferred as a whole except 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. Agent Members shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Note.

Appears in 1 contract

Sources: Exhibit (Check Mart of New Mexico Inc)

Forms of Notes. (a) The Notes will be initially represented in definitive form registered in the name of each Class shall be issuable only as registered the individual Noteholders or their nominees (“Definitive Notes. The initial Class A Notes and ”) and, solely under the Indenture Trustee's certificate of authentication shall be in substantially the form circumstances set forth in Exhibit A to this Indenture and the initial Class B Note and the Indenture Trustee's certificate of authentication shall Section 3.05 below, may be exchangeable for registered notes in substantially the global form set forth in Exhibit B to this Indenture(“Global Notes”), with such appropriate restrictive legends, insertions, omissions, substitutions and other variations as are required or permitted by, and not inconsistent with, this Agreement. (b) The Notes shall be executed by this Indenture manual or as may electronic (including by facsimile or in .pdf form) signature on behalf of the Issuer by any one Responsible Officer and if such officer shall have ceased, for any reason, to hold such office prior to the authentication and delivery of such Notes or did not hold such office on the date upon which the Issuer issued any such Note, the Notes shall nevertheless be valid. The Notes shall be substantially in the Owner Trustee's judgment be necessaryform attached as Exhibit A hereto and (i) may also have such additional provisions, appropriate insertions, omissions, variations or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements substitutions as are not inconsistent with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable lawsprovisions of this Agreement, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by any applicable regulation (whether proposed, temporary or final) promulgated pursuant to the Code, including, without limitationcomply with this Agreement, any legend required in respect law or with any rules made pursuant thereto or with the rules of original issue discount on any Notesecurities exchange, insurance regulatory or other governmental agency or depositary therefor or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, Responsible Officer executing such Notes, in each case as conclusively evidenced by their such Responsible Officer’s execution thereofof such Notes. Any portion Each Note shall be dated the date of its authentication by the Fiscal Agent. The Issuer shall notify the Fiscal Agent and the Collateral Agent immediately following any payment by the Issuer of principal on the Notes. The Collateral Agent shall notify the Noteholders and shall record in the schedule to each such Note (i) the Note Outstanding Amount on the Closing Date and (ii) in the event the Collateral Agent accepts the validity of the text amount of any Note may be set forth on the reverse thereof with an appropriate reference on the face of the Note. (b) The Class A Notes (if they are no longer represented by global notes) and the Class B Notes shall be printed, typewritten, lithographed, engraved or produced by any combination of these methods on certificates with or without steel engraved borders or may be produced in any other manner determined payment by the Owner TrusteeIssuer of principal on such Note, all as determined by any reductions in the officers executing such Class A Notes and Class B Notes, as evidenced by their execution thereofNote Outstanding Amount made in accordance with this Agreement.

Appears in 1 contract

Sources: Senior Note Purchase Agreement (Tiptree Financial Inc.)

Forms of Notes. (a) The Notes of each Class shall be issuable only Except as registered Notes. The initial Class A otherwise provided pursuant to this Section 2.2, the 2023 Notes and the Indenture Trustee's certificate of authentication shall be 2027 Notes are issuable in fully registered form without coupons in substantially the form set forth in Exhibit forms of Exhibits A to this Indenture and the initial Class B Note and the Indenture Trustee's certificate of authentication shall be in substantially the form set forth in Exhibit B to this Indenturehereto, respectively, with such appropriate restrictive legends, insertions, omissions, substitutions and other variations applicable legends as are required or permitted by this Indenture or as may provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the Owner Trustee's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable lawsrespective form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or endorsements placed thereon as may be required by to comply with any applicable law or with any rule or regulation (whether proposed, temporary made pursuant thereto or final) promulgated pursuant to with any rule or regulation of any securities exchange or automated quotation system on which the Code, including, without limitation, any legend required in respect Notes of original issue discount on any Noteeither series may be listed or designated for issuance, or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof with an appropriate reference on the face of the Noteto conform to usage. (b) The Class A Notes (if they are no longer represented by global notes) of each series and the Class B Guarantee are being offered and sold by the Issuer pursuant to the Subscription Agreement. The Notes of each series shall be printedissued initially in the form of permanent global Notes in fully registered form without interest coupons, typewrittensubstantially in the forms of Exhibits A and B hereto, lithographedrespectively (with respect to the 2023 Notes, engraved or produced by any combination of these methods on certificates the “2023 Global Note” and with or without steel engraved borders or may respect to the 2027 Notes, the “2027 Global Note” and, collectively, the “Global Notes”), with the applicable legends as provided in Section 2.3. Each Global Note shall be produced in any other manner determined duly executed by the Owner Issuer and authenticated and delivered by the Trustee, all as determined shall have endorsed thereon the applicable Guarantee executed by the officers executing such Class A Notes Guarantor and Class B Notesshall be deposited with and registered in the name of the Common Depositary or its nominee for the accounts of Euroclear and Clearstream. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar or the Principal Paying Agent, at the direction of the Trustee, as evidenced by their execution thereofhereinafter provided.

Appears in 1 contract

Sources: Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD)

Forms of Notes. (a) The Notes of each Class shall be issuable only as registered Notes. The initial Class A Notes and the Indenture Trustee's certificate of authentication shall be in substantially the form set forth in Exhibit A to this Indenture and the initial Class B Note and the Indenture Trustee's certificate of authentication shall be in substantially the form set forth in Exhibit B to this Indenture, with such appropriate restrictive legends, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or as may in the Owner Trustee's judgment be necessary, appropriate or convenient to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Notes, or to comply, or facilitate compliance, with other applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by any applicable regulation (whether proposed, temporary or final) promulgated pursuant to the Code, including, without limitation, any legend required in respect of original issue discount on any Note, or as may, consistently herewith, be determined by the officers of the Seller, on behalf of the Trust, Owner Trustee executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof with an appropriate reference on the face of the Note. (b) The Class A Notes (if they are no longer represented by global notes) and the Class B B-1 Notes (if they are no longer represented by global notes) shall be printed, typewritten, lithographed, engraved or produced by any combination of these methods on certificates with or without steel engraved borders or may be produced in any other manner determined by the Owner Trustee, all as determined by the officers executing such Class A Notes and Class B B-1 Notes, as evidenced by their execution thereof.

Appears in 1 contract

Sources: Indenture (Capital One Auto Finance Trust 2002-C)