Issuable in Series. (a) The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.08, Section 2.10, Section 2.11 or Section 3.06 or Exhibit A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers and (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series); (2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.08, Section 2.10, Section 2.11 or Section 3.06 or Exhibit A and except for Notes which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder); (3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and (4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the Common Depositary or its nominees for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Common Depositary or its nominees for such Global Note or a nominee thereof. (b) If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers or this Indenture supplemental hereto setting forth the terms of the Additional Notes. (c) This Indenture is unlimited in aggregate principal amount. The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposes, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes. The Notes and, if issued, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers (acting reasonably and in good faith) shall be entitled to select a record date as of which the Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process.
Appears in 2 contracts
Sources: Indenture (Ferroglobe PLC), Indenture (Ferroglobe PLC)
Issuable in Series.
(a) This Indenture is unlimited in aggregate principal amount. The Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes.
(b) The Notes may will initially be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. .
(c) With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.08, Section 2.10, Section 2.11 2.11, Section 2.12, Section 2.13 or Section 3.06 or Exhibit A), there shall be (ax) established in or pursuant to a resolution of the Board of Directors of the Issuers Issuer, and (b) (iy) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers and (ii) established in one or more indentures supplemental heretoIssuer, prior to the issuance of such Additional Notes: :
(1i) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the that series from Notes of any other series);
(2ii) the aggregate principal amount of such Additional Notes which may to be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.08, Section 2.10, Section 2.11 2.11, Section 2.12, Section 2.13 or Section 3.06 or Exhibit A and except for Notes which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder);
(3iii) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
(iv) the rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest and, if applicable, the interest rate basis, formula or other method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable or the method by which such dates will be determined, the record dates for the determination of Holders thereof to whom such interest is payable and the basis upon which such interest will be calculated;
(v) the currency or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable;
(vi) the maturity date, and the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part;
(vii) if other than in denominations of $200,000 and integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed (or the equivalent in other currencies);
(viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes;
(ix) any relevant limitation language with respect to Notes Guarantees and Security Documents; and
(4x) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the Common Depositary or its nominees respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Common Depositary or its nominees depositary for such Global Note or a nominee thereof.
(bd) In the Issuer’s sole discretion, the Officer’s Certificate pursuant to Section 2.01(c) may include provisions (i) pertaining to the redemption of such Additional Notes, in whole or in part, including, but not limited to, pursuant to any special mandatory redemption in the event that the release from any escrow into which proceeds of the issuance of such Additional Notes are deposited is conditioned on the consummation of any acquisition, Investment, refinancing or other transaction (such redemption, a “Special Mandatory Redemption”), (ii) pertaining to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of ▇▇▇▇▇ described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee or a security agent solely for the benefit of the holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the holders of any other Notes, including Notes of the same series as such Additional Notes), together with all necessary authorizations for the Trustee or such security agent to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to the Intercreditor Agreement or any Additional Intercreditor Agreement and shall not benefit from any security interest in the Collateral; and/or (iii) pursuant to which such Additional Notes are issued bearing a temporary CUSIP, ISIN or common code pending the satisfaction of certain conditions, such as the consummation of an acquisition, Investment, refinancing or other transaction, and such Additional Notes bearing a temporary CUSIP, ISIN or common code may be automatically exchanged for new Additional Notes bearing the same CUSIP, ISIN or common code as the existing Notes with respect to which such Additional Notes were issued; provided that such Additional Notes are fungible with the series of Notes with respect to which such Additional Notes were issued on the relevant issue date for U.S. federal income tax purposes.
(e) If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers or this Indenture supplemental hereto Issuer setting forth the terms of the Additional Notes.
(cf) This Indenture is unlimited Additional Notes may be designated to be of the same series as any other series of Notes, including the Initial Notes, but only if they have terms substantially identical in aggregate principal amount. The Issuers mayall material respects to such other series, and shall be deemed to form one series with other series (including, if applicable, such Notes) (it being understood that any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposes, the Additional Notes will any escrow arrangements or a Special Mandatory Redemption shall be issued with separate ISIN or Common Code numbers from deemed to be substantially identical to such series of Notes. Notes only following the release from such escrow arrangements or the expiration of any provisions relating to such Special Mandatory Redemption, as applicable).
(g) The Notes and, if issued, and any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the U.S. Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process; provided that the U.S. Dollar Equivalent shall be calculated by converting such currency other than U.S. dollars involved in such computation into U.S. dollars on the date notes of the relevant series were first issued.
(h) In order for any Additional Notes to have the same ISIN or Common Code, as applicable, as the Notes, such Additional Notes must be fungible with the Notes for U.S. federal income tax purposes.
Appears in 2 contracts
Issuable in Series.
(a) The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 2.07, 2.08, Section 2.102.09, Section 2.11 2.10 or Section 3.06 or Exhibit Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers Company and (b) (ib)(i) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers and Company or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: :
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section Sections 2.07, 2.08, Section 2.102.09, Section 2.11 2.10 or Section 3.06 or Exhibit Appendix A and except for Notes which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; provided, however, that (to the extent such Additional Notes are to be part of the same series as other Notes) such Additional Notes will qualify to be treated as “part of the same issue” as the Original Notes pursuant to Treasury Regulations Section 1.1275-l(f) or 1.1275-2(k); and
(4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the Common Depositary or its nominees respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Common Depositary or its nominees depositary for such Global Note or a nominee thereof.
(b) . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers Issuer or this Indenture the indenture supplemental hereto setting forth the terms of the Additional Notes.
(c) . Each of the Euro Notes and the Dollar Notes constitutes a separate series of Notes but will be treated as a single class of securities for all purposes under this Indenture, including for purposes of voting and taking all other actions by holders of the Notes, except as otherwise specified herein. This Indenture is unlimited in aggregate principal amount. The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Original Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposes, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes. The Exchange Notes and, if issued, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, including with respect to waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different each series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers (acting reasonably and in good faith) shall be entitled to select a record date as of which the Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting processNotes.
Appears in 1 contract
Sources: Senior Unsecured Indenture (NXP Manufacturing (Thailand) Co., Ltd.)
Issuable in Series.
(a) The 2031 Notes are a single series and shall be substantially identical except as to denomination. The 2041 Notes are a single series and shall be substantially identical except as to denomination. Additional Notes issued after the Issue Date may be issued in one or more series. All The Issuers may, without the consent of the Holders, increase the principal amount of the 2031 Notes and/or the 2041 Notes by issuing additional 2031 Notes (“Additional 2031 Notes”) and/or additional 2041 Notes (“Additional 2041 Notes”, together with the Additional 2031 Notes, the “Additional Notes”), as applicable, in the future on the same terms and conditions, except for any differences in the issue price, the interest (whether accrued prior to the issue date of the Additional Notes or otherwise) or the maturity. The Additional Notes will have the same CUSIP number as the 2031 Notes or the 2041 Notes, as applicable, provided that any one series shall Additional Notes that are not fungible with the 2031 Notes or the 2041 Notes, as applicable, for U.S. federal income tax purposes will be substantially identical except as to denominationissued under a separate CUSIP number. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 2.07, 2.08, Section 2.102.09, Section 2.11 2.10 or Section 3.06 or Exhibit Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers Company and (b) (ib)(i) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers and Company or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: :
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section Sections 2.07, 2.08, Section 2.102.09, Section 2.11 2.10 or Section 3.06 or Exhibit Appendix A and except for Notes which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(3) the date or dates on which the principal of any such Additional Notes is payable, or the method by which such date or dates shall be determined or extended;
(4) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue, the rate or rates at which such Additional Notes shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates on which such interest shall be payable and the record date, if any, for the interest payable on any interest payment date;
(5) the period or period within the date or dates on which, the price or prices at which and the terms and conditions upon which any such Additional Notes may be redeemed, in whole or in part, at the option of the Issuers; and
(46) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the Common Depositary or its nominees respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Common Depositary or its nominees depositary for such Global Note or a nominee thereof.
(b) . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers Company or this Indenture the indenture supplemental hereto setting forth the terms of the Additional Notes.
(c) . This Indenture is unlimited in aggregate principal amount. The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposes, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes. The Original Notes and, if issued, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, including with respect to voting, waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different a new series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers (acting reasonably and in good faith) shall be entitled to select a record date as of which the Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting processAdditional Notes.
Appears in 1 contract
Issuable in Series.
(a) The Original Notes are a single series. All Original Notes shall be substantially identical except as to denomination. Additional Notes issued after the Issue Date may be issued in one or more series. All Additional Notes issued after the Issue Date of any one series shall be substantially identical except as to denomination. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 2.07, 2.08, Section 2.102.09, Section 2.11 2.10 or Section 3.06 or Exhibit Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers Company and (b) (ib)(i) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers and Company or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: :
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section Sections 2.07, 2.08, Section 2.102.09, Section 2.11 2.10 or Section 3.06 or Exhibit Appendix A and except for Notes which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(3) the date or dates on which the principal of any such Additional Notes is payable, or the method by which such date or dates shall be determined or extended;
(4) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue, the rate or rates at which such Additional Notes shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates on which such interest shall be payable and the record date, if any, for the interest payable on any interest payment date; provided, however, that (to the extent such Additional Notes are to be part of the same series as the Original Notes) such Additional Notes must be fungible with the Original Notes for U.S. federal income tax purposes;
(5) the period or period within the date or dates on which, the price or prices at which and the terms and conditions upon which any such Additional Notes may be redeemed, in whole or in part, at the option of the Issuers; and
(46) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the Common Depositary or its nominees respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Common Depositary or its nominees depositary for such Global Note or a nominee thereof.
(b) . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers Company or this Indenture the indenture supplemental hereto setting forth the terms of the Additional Notes.
(c) . This Indenture is unlimited limited to $619,584,000 in aggregate principal amount. The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposes, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes. The Original Notes and, if issued, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, including with respect to voting, waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different a new series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers (acting reasonably and in good faith) shall be entitled to select a record date as of which the Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting processAdditional Notes.
Appears in 1 contract
Issuable in Series.
(a) The Notes Bonds may be issued in one or more series. All Notes Subject to the last paragraph of this Section, prior to the authentication and delivery of Bonds of any one series there shall be substantially identical except as established by specification in a Supplemental Indenture or in a Board Resolution or in an Officers’ Certificate pursuant to denomination. With respect to a Supplemental Indenture or a Board Resolution:
(a) the title of the Bonds of such series (which shall distinguish the Bonds of such series from Bonds of all other series);
(b) any Additional Notes issued after limit upon the Issue Date aggregate principal amount of the Bonds of such series which may be authenticated and delivered under this Indenture (except for Notes Bonds authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.08, Section 2.10, Section 2.11 or Section 3.06 or Exhibit A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers and (ii) established in one or more indentures supplemental hereto, prior to the issuance Bonds of such Additional Notes:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.082.04, Section 2.102.05, Section 2.11 2.06, 5.03 or Section 3.06 or Exhibit A 13.05, and except for Notes any Bonds which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(3c) the issue price and issuance date Person or Persons (without specific identification) to whom any interest on Bonds of such Additional Notesseries, shall be payable, if other than the Person in whose name that Bond (or one or more Predecessor Bonds) is registered at the close of business on the Regular Record Date for such interest;
(d) the date or dates on which the principal of the Bonds of such series, is payable or any formulary or other method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension); and the right, if any, to extend the Maturity of the Bonds of such series, or any thereof, and the duration of any such extension;
(e) the rate or rates at which the Bonds of such series, shall bear interest, if any (including the rate or rates at which overdue principal shall bear interest after Maturity if different from the rate or rates at which such Bonds shall bear interest prior to Maturity, and, if applicable, the rate or rates at which overdue premium or interest shall bear interest, if any), or any formulary or other method or other means by which such rate or rates shall be determined by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise, the date or dates from which such interest on such Additional Notes shall accrue; andthe Interest Payment Dates and the Regular Record Dates, if any, for the interest payable on such Bonds on any Interest Payment Date; and the basis of computation of interest, if other than as provided in Section 2.10; and the right, if any, to extend the interest payment periods and the duration of any such extension;
(4f) the place or places at which and/or methods (if applicableother than as provided elsewhere in this Indenture) by which (i) the principal of and premium, if any, and interest, if any, on Bonds of such series, shall be payable, (ii) registration of transfer of Bonds of such series, or any thereof, may be effected, (iii) exchanges of Bonds of such series, may be effected and (iv) notices and demands to or upon the Company in respect of the Bonds of such series, and this Indenture may be served; the Security Registrar and any Paying Agent or Agents for such series; and, if such is the case, that the principal of such Additional Notes Bonds shall be issuable payable without the presentment or surrender thereof;
(g) the period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which the Bonds of such series, may be redeemed, in whole or in part part, at the option of the Company and any restrictions on such redemptions; including but not limited to a restriction on a partial redemption by the Company of the Bonds of any series, resulting in delisting of such Bonds from any national exchange;
(h) the obligation or obligations, if any, of the Company to redeem or purchase or repay the Bonds of such series, pursuant to any sinking fund or other mandatory redemption provisions or at the option of a Holder thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which such Bonds shall be redeemed or purchased or repaid, in whole or in part, pursuant to such obligation and applicable exceptions to the requirements of Article Five in the form case of one mandatory redemption or more Global Notes andredemption or repayment at the option of the Holder;
(i) the denominations in which Bonds of such series, shall be issuable if other than denominations of $1,000 and any integral multiple thereof;
(j) if the principal of or premium, if any, or interest, if any, on the Bonds of such series, are to be payable, at the election of the Company or a Holder thereof, in such casea coin or currency other than that in which the Bonds are stated to be payable, the Common Depositary period or its nominees periods within which, and the terms and conditions upon which, such election may be made and the manner in which the amount of such coin or currency payable is to be determined;
(k) the currency or currencies, including composite currencies, in which payment of the principal of and premium, if any, and interest, if any, on the Bonds of such series, shall be payable (if other than Dollars) and the manner in which the equivalent of the principal amount thereof in Dollars is to be determined for any purpose, including for the purpose of determining the principal amount deemed to be Outstanding at any time;
(l) if the principal of or premium, if any, or interest, if any, on the Bonds of such Global Notesseries, are to be payable, or are to be payable at the election of the Company or a Holder thereof, in securities or other property, the form type and amount of such securities or other property, or the formulary or other method or other means by which such amount shall be determined, and the period or periods within which, and the terms and conditions upon which, any legend such election may be made;
(m) if the amount payable in respect of principal of or legends premium, if any, or interest, if any, on the Bonds of such series, may be determined with reference to an index or other fact or event ascertainable outside this Indenture, the manner in which such amounts shall be determined to the extent not established pursuant to clause (e) of this paragraph;
(n) if other than the entire principal amount thereof, the portion of the principal amount of Bonds of such series, which shall be borne by such Global Notes payable upon declaration of acceleration of the Maturity thereof pursuant to Section 9.01;
(o) any Events of Default, in addition to those specified in Section 9.01, or any exceptions to those specified in lieu Section 9.01, with respect to the Bonds of such series, and any covenants of the Company for the benefit of the Holders of the Bonds of such series, in addition to those set forth in Exhibit A hereto and Article Seven, or any circumstances in addition exceptions to or in lieu of those set forth in Section 2.3 Article Seven;
(p) the terms, if any, pursuant to which the Bonds of Exhibit A in which any such Global Note series, may be converted into or exchanged for shares of capital stock or other securities of the Company or any other Person;
(q) the obligations or instruments, if any, which shall be considered to be Eligible Obligations in whole respect of the Bonds of such series, denominated in a currency other than Dollars or in part a composite currency, whether Eligible Obligations include Investment Securities with respect to Bonds of such series, and any provisions for Additional Notes registeredsatisfaction and discharge of Bonds of any series, in addition to those set forth in Article Five, or any transfer exceptions to those set forth in Article Five;
(r) if the Bonds of such Global Note series, are to be issued in whole global form, (i) any limitations on the rights of the Holder or Holders of such Bonds to transfer or exchange the same or to obtain the registration of transfer thereof, (ii) any limitations on the rights of the Holder or Holders thereof to obtain certificates therefor in part may be registered, definitive form in the name or names lieu of Persons global form and (iii) any other than the Common Depositary or its nominees for matters incidental to such Global Note or a nominee thereof.Bonds;
(bs) If any of to the terms of any Additional Notes are extent not established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers or this Indenture supplemental hereto setting forth the terms of the Additional Notes.
clause (cr) This Indenture is unlimited in aggregate principal amount. The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposes, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes. The Notes and, if issuedparagraph, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects limitations on the rights of the Holders of the different Bonds of such series, to transfer or exchange such Bonds or to obtain the registration of transfer thereof; and if a service charge will be made for the registration of transfer or exchange of Bonds of such series, the amount or terms thereof;
(t) any exceptions to Section 1.15, or variation in the definition of Business Day, with respect to the Bonds of such series; and
(u) any other terms of the Bonds of such series, that the Company may elect to specify. Unless otherwise provided with respect to a series of Notes dissimilarly or Bonds as otherwise provided for herein. For the purposes contemplated in clause (b) of calculating this Section 2.01, the aggregate principal amount of Notes that have consented a series of Bonds may be increased and additional Bonds of such series may be issued up to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers (acting reasonably and in good faith) shall be entitled to select a record date as of which the Dollar Equivalent of the maximum aggregate principal amount of any Notes shall be calculated in authorized with respect to such consent or voting processseries as increased.
Appears in 1 contract
Sources: Twentieth Supplemental Indenture (Tampa Electric Co)
Issuable in Series.
(a) The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.08, Section 2.10, Section 2.11 or Section 3.06 or Exhibit A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers Issuer and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers Issuer and (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: :
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.08, Section 2.10, Section 2.11 or Section 3.06 or Exhibit A and except for Notes which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder);
(3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and
(4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the Common Depositary or its nominees for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Common Depositary or its nominees for such Global Note or a nominee thereof.
(b) If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers Issuer or this Indenture supplemental hereto setting forth the terms of the Additional Notes.
(c) This Indenture is unlimited in aggregate principal amount. The Issuers Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposespurposes or (following the inclusion of clause (b) of Section 7 of the relevant Global Note) pursuant to clause (b) of Section 7 of the relevant Global Note, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes. The Notes and, if issued, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process.
Appears in 1 contract
Sources: Indenture (Ferroglobe PLC)
Issuable in Series.
(a) The 2021 Notes are a single series and shall be substantially identical except as to denomination. The 2023 Notes are a single series and shall be substantially identical except as to denomination. Additional Notes issued after the Issue Date may be issued in one or more series. All The Issuers may, without the consent of the Holders, increase the principal amount of the 2021 Notes and/or 2023 Notes by issuing Additional Notes in the future on the same terms and conditions, except for any differences in the issue price, the interest (whether accrued prior to the issue date of the Additional Notes or otherwise) or the maturity. The Additional Notes will have the same CUSIP number as the 2021 Notes or the 2023 Notes, as applicable, provided that any one series shall Additional Notes that are not fungible with the 2021 Notes or the 2023 Notes, as applicable for U.S. federal income tax purposes will be substantially identical except as to denominationissued under a separate CUSIP number. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 2.07, 2.08, Section 2.102.09, Section 2.11 2.10 or Section 3.06 or Exhibit Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers Company and (b) (ib)(i) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers and Company or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: :
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section Sections 2.07, 2.08, Section 2.102.09, Section 2.11 2.10 or Section 3.06 or Exhibit Appendix A and except for Notes which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(3) the date or dates on which the principal of any such Additional Notes is payable, or the method by which such date or dates shall be determined or extended;
(4) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue, the rate or rates at which such Additional Notes shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates on which such interest shall be payable and the record date, if any, for the interest payable on any interest payment date; provided, however, that (to the extent such Additional Notes are to be part of the same series as the Original Notes) such Additional Notes must be fungible with the Original Notes for U.S. federal income tax purposes;
(5) the period or period within the date or dates on which, the price or prices at which and the terms and conditions upon which any such Additional Notes may be redeemed, in whole or in part, at the option of the Issuers; and
(46) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the Common Depositary or its nominees respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Common Depositary or its nominees depositary for such Global Note or a nominee thereof.
(b) . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers Company or this Indenture the indenture supplemental hereto setting forth the terms of the Additional Notes.
(c) . This Indenture is unlimited in aggregate principal amount. The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposes, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes. The Original Notes and, if issued, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, including with respect to voting, waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different a new series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers (acting reasonably and in good faith) shall be entitled to select a record date as of which the Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting processAdditional Notes.
Appears in 1 contract
Issuable in Series.
(a) The Original Notes are a single series and shall be substantially identical except as to denomination. Additional Notes issued after the Issue Date may be issued in one or more series. All The Issuers may, without the consent of the Holders, increase the principal amount of the Original Notes by issuing Additional Notes in the future on the same terms and conditions, except for any differences in the issue price, the interest (whether accrued prior to the issue date of the Additional Notes or otherwise) or the maturity. The Additional Notes will have the same CUSIP number as the Original Notes, provided that any one series shall Additional Notes that are not fungible with the Original Notes for U.S. federal income tax purposes will be substantially identical except as to denominationissued under a separate CUSIP number. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 2.07, 2.08, Section 2.102.09, Section 2.11 2.10 or Section 3.06 or Exhibit Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers Company and (b) (ib)(i) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers and Company or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: :
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section Sections 2.07, 2.08, Section 2.102.09, Section 2.11 2.10 or Section 3.06 or Exhibit Appendix A and except for Notes which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(3) the date or dates on which the principal of any such Additional Notes is payable, or the method by which such date or dates shall be determined or extended;
(4) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue, the rate or rates at which such Additional Notes shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates on which such interest shall be payable and the record date, if any, for the interest payable on any interest payment date;
(5) the period or period within the date or dates on which, the price or prices at which and the terms and conditions upon which any such Additional Notes may be redeemed, in whole or in part, at the option of the Issuers; and
(46) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the Common Depositary or its nominees respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Common Depositary or its nominees depositary for such Global Note or a nominee thereof.
(b) . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers Company or this Indenture the indenture supplemental hereto setting forth the terms of the Additional Notes.
(c) . This Indenture is unlimited in aggregate principal amount. The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposes, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes. The Original Notes and, if issued, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, including with respect to voting, waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different a new series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers (acting reasonably and in good faith) shall be entitled to select a record date as of which the Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting processAdditional Notes.
Appears in 1 contract
Issuable in Series.
(a) The 2020 Notes are a single series and shall be substantially identical except as to denomination. The 2022 Notes are a single series and shall be substantially identical except as to denomination. Additional Notes issued after the Issue Date may be issued in one or more series. All The Issuers may, without the consent of the Holders, increase the principal amount of the 2020 Notes and/or 2022 Notes by issuing Additional Notes in the future on the same terms and conditions, except for any differences in the issue price, the interest (whether accrued prior to the issue date of the Additional Notes or otherwise) or the maturity. The Additional Notes will have the same CUSIP number as the 2020 Notes or the 2022 Notes, as applicable, provided that any one series shall Additional Notes that are not fungible with the 2020 Notes or the 2022 Notes, as applicable for U.S. federal income tax purposes will be substantially identical except as to denominationissued under a separate CUSIP number. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 2.07, 2.08, Section 2.102.09, Section 2.11 2.10 or Section 3.06 or Exhibit Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers Company and (b) (ib)(i) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers and Company or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: :
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section Sections 2.07, 2.08, Section 2.102.09, Section 2.11 2.10 or Section 3.06 or Exhibit Appendix A and except for Notes which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(3) the date or dates on which the principal of any such Additional Notes is payable, or the method by which such date or dates shall be determined or extended;
(4) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue, the rate or rates at which such Additional Notes shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates on which such interest shall be payable and the record date, if any, for the interest payable on any interest payment date; provided, however, that (to the extent such Additional Notes are to be part of the same series as the Original Notes) such Additional Notes must be fungible with the Original Notes for U.S. federal income tax purposes;
(5) the period or period within the date or dates on which, the price or prices at which and the terms and conditions upon which any such Additional Notes may be redeemed, in whole or in part, at the option of the Issuers; and
(46) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the Common Depositary or its nominees respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Common Depositary or its nominees depositary for such Global Note or a nominee thereof.
(b) . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers Company or this Indenture the indenture supplemental hereto setting forth the terms of the Additional Notes.
(c) . This Indenture is unlimited in aggregate principal amount. The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposes, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes. The Original Notes and, if issued, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, including with respect to voting, waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different a new series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers (acting reasonably and in good faith) shall be entitled to select a record date as of which the Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting processAdditional Notes.
Appears in 1 contract
Issuable in Series.
(a) The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.08, Section 2.10, Section 2.11 or Section 3.06 or Exhibit A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers and (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: :
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.08, Section 2.10, Section 2.11 or Section 3.06 or Exhibit A and except for Notes which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder);
(3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and
(4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the Common Depositary or its nominees relevant depositary for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Common Depositary or its nominees depositary for such Global Note or a nominee thereof.
(b) If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers or this Indenture supplemental hereto setting forth the terms of the Additional Notes.
(c) This Indenture is unlimited in aggregate principal amount. The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposes, the Additional Notes will be issued with separate ISIN or Common Code CUSIP numbers from such series of Notes. The Notes and, if issued, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers (acting reasonably and in good faith) shall be entitled to select a record date as of which the Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process.
Appears in 1 contract
Sources: Indenture (Ferroglobe PLC)
Issuable in Series.
(a) The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.08, Section 2.10, Section 2.11 or Section 3.06 or Exhibit A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers Issuer and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers Issuer and (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: :
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.08, Section 2.10, Section 2.11 or Section 3.06 or Exhibit A and except for Notes which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder);
(3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and
(4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the Common Depositary or its nominees for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Common Depositary or its nominees for such Global Note or a nominee thereof.
(b) If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers Issuer or this Indenture supplemental hereto setting forth the terms of the Additional Notes.
(c) This Indenture is unlimited in aggregate principal amount. The Issuers Issuer may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposespurposes or (following the inclusion of clause (b) of Section 7 of the relevant Global Note) pursuant to clause (b) of Section 7 of the relevant Global Note, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes. The Notes and, if issued, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting process.
Appears in 1 contract
Sources: Indenture (Ferroglobe PLC)
Issuable in Series.
(a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series. All Notes Subject to the last paragraph of any one series shall be substantially identical except as to denomination. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.08, Section 2.10, Section 2.11 or Section 3.06 or Exhibit A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers and (ii) established in one or more indentures supplemental heretothis Section, prior to the issuance authentication and delivery of such Additional Notes: Notes of any series there shall be established by specification in a supplemental indenture or in a Board Resolution, or in an Officer's Certificate pursuant to a supplemental indenture or a Board Resolution:
(1a) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of the Notes of such Additional Notes series (which shall distinguish the Additional Notes of the such series from Notes of any all other series);
(2b) any limit upon the aggregate principal amount of the Notes of such Additional Notes series which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.08▇▇▇▇▇▇▇ ▇▇▇, Section 2.10▇▇▇, Section 2.11 or Section 3.06 or Exhibit A and ▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇ and, except for any Notes which, pursuant to Section 2.06303, are deemed never to have been authenticated and delivered hereunder);
(3c) the issue price and issuance date Person or Persons (without specific identification) to whom interest on Notes of such Additional series, or any Tranche thereof, shall be payable on any Interest Payment Date, if other than the Persons in whose names such Notes (or one or more Predecessor Notes) are registered at the close of business on the Regular Record Date for such interest;
(d) the date or dates on which the principal of the Notes of such series or any Tranche thereof, is payable or any formulary or other method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension);
(e) the rate or rates at which the Notes of such series, or any Tranche thereof, shall bear interest, if any (including the rate or rates at which overdue principal shall bear interest, if different from the rate or rates at which such Notes shall bear interest prior to Maturity, and, if applicable, the rate or rates at which overdue premium or interest shall bear interest, if any), or any formulary or other method or other means by which such rate or rates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise; the date or dates from which such interest on such Additional Notes shall accrue; andthe Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on such Notes on any Interest Payment Date; and the basis of computation of interest, if other than as provided in Section 310;
(f) the place or places at which or methods by which (1) the principal of and premium, if any, and interest, if any, on Notes of such series, or any Tranche thereof, shall be payable, (2) registration of transfer of Notes of such series, or any Tranche thereof, may be effected, (3) exchanges of Notes of such series, or any Tranche thereof, may be effected and (4) notices and demands to or upon the Company in respect of the Notes of such series, or any Tranche thereof, and this Indenture may be served; the Note Registrar for such series; and if applicablesuch is the case, that the principal of such Additional Notes shall be issuable payable without presentment or surrender thereof;
(g) the period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which the Notes of such series, or any Tranche thereof, may be redeemed, in whole or in part part, at the option of the Company and any restrictions on such redemptions, including but not limited to a restriction on a partial redemption by the Company of the Notes of any series, or any Tranche thereof, resulting in delisting of such Notes from any national exchange;
(h) the obligation or obligations, if any, of the Company to redeem or purchase the Notes of such series, or any Tranche thereof, pursuant to any sinking fund or other mandatory redemption provisions or at the option of a Holder thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which such Notes shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and applicable exceptions to the requirements of Section 504 in the form case of one mandatory redemption or more Global redemption at the option of the Holder;
(i) the denominations in which Notes andof such series, or any Tranche thereof, shall be issuable if other than denominations of $1,000 and any integral multiple thereof;
(j) the currency or currencies, including composite currencies, in which payment of the principal of and premium, if any, and interest, if any, on the securities Notes of such caseseries, or any Tranche thereof, shall be payable (if other than in Dollars);
(k) if the principal of or premium, if any, or interest, if any, on the Notes of such series, or any Tranche thereof, are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Notes are stated to be payable, the Common Depositary period or its nominees for periods within which and the terms and conditions upon which, such Global Noteselection may be made;
(l) if the principal of or premium, if any, or interest, if any, on the Notes of such series, or any Tranche thereof, are to be payable, or are to be payable at the election of the Company or a Holder thereof, in securities or other property, the form type and amount of such securities or other property, or the formulary or other method or other means by which such amount shall be determined, and the period or periods within which, and the terms and conditions upon which, any legend such election may be made;
(m) if the amount payable in respect of principal of or legends premium, if any, or interest, if any, on the Notes of such series, or any Tranche thereof, may be determined with reference to an index or other fact or event ascertainable outside this Indenture, the manner in which such amounts shall be determined to the extent not established pursuant to clause (e) of this paragraph;
(n) if other than the principal amount thereof, the portion of the principal amount of Notes of such series, or any Tranche thereof, which shall be borne by such Global Notes payable upon declaration of acceleration of the Maturity thereof pursuant to Section 902;
(o) any Events of Default, in addition to those specified in Section 901, 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, or any Tranche thereof, in lieu of addition to those set forth in Exhibit A hereto Article Seven;
(p) the terms, if any, pursuant to which the Notes of such series, or any Tranche thereof, may be converted into or exchanged for shares of capital stock or other Notes of the Company or any other Person;
(q) the obligations or instruments, if any, which shall be considered to be Eligible Obligations in respect of the Notes of such series, or any Tranche thereof, denominated in a currency other than Dollars or in a composite currency, and any circumstances additional or alternative provisions for the reinstatement of the Company's indebtedness in addition respect of such Notes after the satisfaction and discharge thereof as provided in Section 801;
(r) if the Notes of such series, or any Tranche thereof, are to be issued in global form, (i) any limitations on the rights of the Holder or Holders of such Notes to transfer or exchange the same or to obtain the registration of transfer thereof, (ii) any limitations on the rights of the Holder or Holders thereof to obtain certificates therefor in definitive form in lieu of those set forth in Section 2.3 temporary form and (iii) any and all other matters incidental to such Notes;
(s) if the Notes of Exhibit A in which any such Global Note may be exchanged in whole or in part for Additional Notes registeredseries, or any transfer Tranche thereof, are to be issuable as bearer Notes, any and all matters incidental thereto which are not specifically addressed in a supplemental indenture as contemplated by clause (g) of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Common Depositary or its nominees for such Global Note or a nominee thereof.Section 1301;
(bt) If any of to the terms of any Additional Notes are extent not established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers or this Indenture supplemental hereto setting forth the terms of the Additional Notes.
clause (cr) This Indenture is unlimited in aggregate principal amount. The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposes, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes. The Notes and, if issuedparagraph, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects limitations on the rights of the Holders of the different Notes of such Series, or any Tranche thereof, to transfer or exchange such Notes or to obtain the registration of transfer thereof; and if a service charge will be made for the registration of transfer or exchange of Notes of such series, or any Tranche thereof, the amount or terms thereof;
(u) any exceptions to Section 113, or variation in the definition of Business Day, with respect to the Notes of such series, or any Tranche thereof;
(v) if any Notes of the series are issued prior to the Release Date, the designation of the series of Senior Note First Mortgage Bonds to be delivered to the Trustee as security for such series of Notes;
(w) any collateral security, assurance or guarantee for such series of Notes dissimilarly (other than the Senior Note First Mortgage Bonds); and
(x) any other terms of the Notes of such series, or any Tranche thereof, not inconsistent with the provisions of this Indenture. With respect to Notes of a series subject to a Periodic Offering, the indenture supplemental hereto or the Board Resolution which establishes such series, or the Officer's Certificate pursuant to such supplemental indenture or Board Resolution, as otherwise provided the case may be, may provide general terms or parameters for herein. For Notes of such series and provide either that the purposes of calculating the aggregate principal amount specific terms of Notes that have consented to of such series, or voted in favor of any amendmentTranche thereof, waiver, consent, modification or other similar action, the Issuers (acting reasonably and in good faith) shall be entitled to select specified in a record date Company Order or that such terms shall be determined by the Company or its agents in accordance with procedures specified in a Company Order as of which the Dollar Equivalent contemplated by clause (b) of the principal amount third paragraph of any Notes shall be calculated in such consent or voting processSection 303.
Appears in 1 contract
Issuable in Series.
(a) The Notes may be issued from time to time in one or more series. All Except as provided in Section 9.2, all Notes will vote (or consent) as a single class with the other Notes and otherwise be treated as Notes for all purposes of any one series this Indenture. The following matters shall be substantially identical except as to denomination. With established with respect to any Additional each series of Notes issued after the Issue Date (except for hereunder in a Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.08, Section 2.10, Section 2.11 or Section 3.06 or Exhibit A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers and (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: Supplemental Indenture:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional the Notes of the series (which title shall distinguish the Additional Notes of the series from Notes all other series of any other seriesNotes);
(2) any limit (if any) upon the aggregate principal amount of such Additional the Notes which of the series that may be authenticated and delivered under this Indenture (except for which limit shall not pertain to Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.082.7, Section 2.102.8, Section 2.11 2.11, 3.7, 3.9 or Section 3.06 or Exhibit A and except for Notes which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder5.8);
(3) the issue price date or dates on which the principal of and issuance date premium, if any, on the Notes of the series is payable or the method of determination and/or extension of such Additional Notesdate or dates, including and the date from which interest on amount or amounts of such Additional Notes shall accrue; andprincipal and premium, if any, payments and methods of determination thereof;
(4) the rate or rates at which the Notes of the series shall bear interest, if applicableany, that or the method of calculating and/or resetting such Additional Notes rate or rates of interest, the date or dates from which such interest shall accrue or the method by which such date or dates shall be issuable determined, and the Interest Payment Dates on which any such interest shall be payable;
(5) the period or periods within which, the price or prices at which, and other terms and conditions upon which Notes of the series (i) may be redeemed, in whole or in part in part, at the form option of one the Company, if the Company is to have the option or more Global Notes and, in such case, the Common Depositary or its nominees for such Global Notes, the form of any legend or legends which (ii) shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged redeemed, in whole or in part for Additional part, upon the occurrence of specified events, if the Notes registered, or any transfer of such Global Note in whole or in part may shall be registered, in the name or names of Persons subject to a mandatory redemption provision;
(6) if other than the Common Depositary or its nominees for such Global Note or a nominee thereof.
(b) If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers or this Indenture supplemental hereto setting forth the terms of the Additional Notes.
(c) This Indenture is unlimited in aggregate principal amount. The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposesthereof, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes. The Notes and, if issued, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers (acting reasonably and in good faith) shall be entitled to select a record date as of which the Dollar Equivalent portion of the principal amount of Notes of the series that shall be payable upon declaration of acceleration of maturity thereof pursuant to Section 6.2 or the method by which such portion shall be determined;
(7) any addition to or change in the Events of Default which apply to any Notes shall of the series and any change in the right of the Trustee or the requisite Holders of such Notes to declare the principal amount thereof due and payable pursuant to Section 6.2; and
(8) any addition to or change in the covenants set forth in Article III. The form of the Notes of such series, as set forth in Exhibit A, may be calculated modified to reflect such matters as so established in such Notes Supplemental Indenture. Such matters may also be established in a Notes Supplemental Indenture for any Additional Notes issued hereunder that are to be of the same series as any Notes previously issued hereunder. Notes that have the same terms described in the foregoing clauses (1) though (8) will be treated as the same series, unless otherwise designated by the Company. For the avoidance of doubt, the Company, the Subsidiary Guarantors and the Trustee may enter into the Note Supplemental Indenture on the Issue Date without notice to or the consent or voting processof any Holder to provide for the issuance of the Initial Notes.
Appears in 1 contract
Sources: Indenture (Fidelity & Guaranty Life)
Issuable in Series.
(a) The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 2.07, 2.08, Section 2.102.09, Section 2.11 2.10 or Section 3.06 or Exhibit Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers Company and (b) (ib)(i) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers and Company or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: :
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of, of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section Sections 2.07, 2.08, Section 2.102.09, Section 2.11 2.10 or Section 3.06 or Exhibit Appendix A and except for Notes which, pursuant to Section 2.062.03, are deemed never to have been authenticated and delivered hereunder);
(3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; provided, however, that (to the extent such Additional Notes are to be part of the same series as other Notes) such Additional Notes will qualify to be treated as “part of the same issue” as the Original Notes pursuant to Treasury Regulations Section 1.1275-l(f) or 1.1275-2(k); and
(4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the Common Depositary or its nominees respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Common Depositary or its nominees depositary for such Global Note or a nominee thereof.
(b) . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers Issuer or this Indenture the indenture supplemental hereto setting forth the terms of the Additional Notes.
(c) . Each of the Euro Notes, the Dollar Floating Rate Notes and the Dollar Fixed Rate Notes constitutes a separate series of Notes but will be treated as a single class of securities for all purposes under this Indenture, including for purposes of voting and taking all other actions by holders of the Notes, except as otherwise specified herein. This Indenture is unlimited in aggregate principal amount. The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Original Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposes, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes. The Exchange Notes and, if issued, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, including with respect to waivers, amendments, redemptions and offers to purchase, except as otherwise specified with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different each series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers (acting reasonably and in good faith) shall be entitled to select a record date as of which the Dollar Equivalent of the principal amount of any Notes shall be calculated in such consent or voting processNotes.
Appears in 1 contract
Sources: Senior Secured Indenture (NXP Manufacturing (Thailand) Co., Ltd.)
Issuable in Series.
(a) The Notes may be issued from time to time in one or more series. All Except as provided in Section 9.2, all Notes will vote (or consent) as a single class with the other Notes and otherwise be treated as Notes for all purposes of any one series this Indenture. The following matters shall be substantially identical except as to denomination. With established with respect to any Additional each series of Notes issued after the Issue Date (except for hereunder in a Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.08, Section 2.10, Section 2.11 or Section 3.06 or Exhibit A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuers and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate of the Issuers and (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: Supplemental Indenture:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional the Notes of the series (which title shall distinguish the Additional Notes of the series from Notes all other series of any other seriesNotes);
(2) any limit (if any) upon the aggregate principal amount of such Additional the Notes which of the series that may be authenticated and delivered under this Indenture (except for which limit shall not pertain to Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.082.7, Section 2.102.8, Section 2.11 2.11, 3.7, 3.9 or Section 3.06 or Exhibit A and except for Notes which, pursuant to Section 2.06, are deemed never to have been authenticated and delivered hereunder5.8);
(3) the issue price date or dates on which the principal of and issuance date premium, if any, on the Notes of the series is payable or the method of determination and/or extension of such Additional Notesdate or dates, including and the date from which interest on amount or amounts of such Additional Notes shall accrue; andprincipal and premium, if any, payments and methods of determination thereof;
(4) the rate or rates at which the Notes of the series shall bear interest, if applicableany, that or the method of calculating and/or resetting such Additional Notes rate or rates of interest, the date or dates from which such interest shall accrue or the method by which such date or dates shall be issuable determined, and the Interest Payment Dates on which any such interest shall be payable;
(5) the period or periods within which, the price or prices at which, and other terms and conditions upon which Notes of the series (i) may be redeemed, in whole or in part in part, at the form option of one the Issuer, if the Issuer is to have the option or more Global Notes and, in such case, the Common Depositary or its nominees for such Global Notes, the form of any legend or legends which (ii) shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Exhibit A in which any such Global Note may be exchanged redeemed, in whole or in part for Additional part, upon the occurrence of specified events, if the Notes registered, or any transfer of such Global Note in whole or in part may shall be registered, in the name or names of Persons subject to a mandatory redemption provision;
(6) if other than the Common Depositary or its nominees for such Global Note or a nominee thereof.
(b) If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by an Officer’s Certificate and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Issuers or this Indenture supplemental hereto setting forth the terms of the Additional Notes.
(c) This Indenture is unlimited in aggregate principal amount. The Issuers may, subject to applicable law and this Indenture, issue an unlimited principal amount of Additional Notes; provided, that if the Additional Notes are not fungible with the Notes issued as of the date of this Indenture for U.S. federal income tax purposesthereof, the Additional Notes will be issued with separate ISIN or Common Code numbers from such series of Notes. The Notes and, if issued, any related Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except with respect to right of payment and optional redemption, as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the different series of Notes dissimilarly or as otherwise provided for herein. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modification or other similar action, the Issuers (acting reasonably and in good faith) shall be entitled to select a record date as of which the Dollar Equivalent portion of the principal amount of Notes of the series that shall be payable upon declaration of acceleration of maturity thereof pursuant to Section 6.2 or the method by which such portion shall be determined;
(7) any addition to or change in the Events of Default which apply to any Notes shall of the series and any change in the right of the Trustee or the requisite Holders of such Notes to declare the principal amount thereof due and payable pursuant to Section 6.2; and
(8) any addition to or change in the covenants set forth in Article III. The form of the Notes of such series, as set forth in Exhibit A, may be calculated modified to reflect such matters as so established in such Notes Supplemental Indenture. Such matters may also be established in a Notes Supplemental Indenture for any Additional Notes issued hereunder that are to be of the same series as any Notes previously issued hereunder. Notes that have the same terms described in the foregoing clauses (1) though (8) will be treated as the same series, unless otherwise designated by the Issuer. For the avoidance of doubt, the Issuer, the Subsidiary Guarantors and the Trustee may enter into the Note Supplemental Indenture on the Issue Date without notice to or the consent or voting processof any Holder to provide for the issuance of the Initial Notes.
Appears in 1 contract
Sources: Indenture (FGL Holdings)