Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and (3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 3 contracts
Sources: Indenture (Amis Holdings Inc), Indenture (Encore Acquisition Co), Indenture (GSV Inc /Fl/)
Issuance of Additional Securities. The Company shall be --------------------------------- entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may -------- ------- be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the CodeCode (unless then applicable regulations under the Code would treat the outstanding Securities and the Additional Securities as part of the same issue); and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 3 contracts
Sources: Indenture (Blum Capital Partners Lp), Indenture (Cbre Holding Inc), Indenture (Fs Equity Partners Iii Lp)
Issuance of Additional Securities. The Company shall be entitledentitled to issue, subject from time to its compliance with Section 4.03time, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue DateDate or the Exchange Securities exchanged therefor (in each case, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto), as the case may be. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1i) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2ii) the issue price, the issue date and the CUSIP "CUSIP" and "ISIN" number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause any such Additional Securities to have "original issue discount" within and the meaning amount of Section 1273 of interest payable on the Code; andfirst payment date applicable thereto;
(3iii) whether such Additional Securities shall be Transfer Restricted Securities transfer restricted securities and issued in the form of Initial Securities as set forth in the Appendix Exhibit A to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.B to this Indenture; and
(iv) if applicable, the Restricted Period for such Additional Securities.
Appears in 3 contracts
Sources: Indenture (Georgia Gulf Corp /De/), Indenture (Nebraska Book Co), Indenture (NBC Acquisition Corp)
Issuance of Additional Securities. The Company shall be entitled, subject subject, in the case of Additional Securities other than Additional Securities issued as PIK Interest, to its compliance with Section 4.034.3, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and and, in the case of Additional Securities other than Additional Securities issued as PIK Interest, issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional SecuritiesSecurities (other than Additional Securities issued as PIK Interest), the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; providedPROVIDED, howeverHOWEVER, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the CodeCode (unless then applicable regulations under the Code would treat the outstanding Securities and the Additional Securities as part of the same issue); and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.A. With respect to any Additional Securities issued as PIK Interest in accordance with paragraph 1 of the Securities, the Company shall deliver to the Trustee:
(1) no later than the record date for the relevant interest payment date, a written notice setting forth the extent to which such interest payment will be made in the form of PIK Interest; and
(2) no later than one Business Day prior to the relevant interest payment date, an order to authenticate and deliver such Additional Securities. Any Additional Securities issued as PIK Interest shall, after being executed and authenticated pursuant to Section 2.2, be (i) delivered by the Trustee to the Securityholders as of the relevant record date at such Securityholders' registered address if the Securities are then held in the form of certificated Securities in accordance with Section 2.4 of the Rule 144A/IAI Appendix hereto and (ii) be deposited with or on behalf of DTC for the benefit of the beneficial owners of the Securities as of the relevant record date, as applicable.
Appears in 3 contracts
Sources: Indenture (Cb Richard Ellis Services Inc), Indenture (Koll Donald M), Indenture (Cb Richard Ellis Services Inc)
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture Indenture, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial All the Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor under this Indenture shall be treated as a single class for all purposes under of this IndentureIndenture including waivers, amendments, redemptions and offers to purchase. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this IndentureIndenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture Exhibit 1 or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 3 contracts
Sources: Indenture (Westborn Service Center, Inc.), Indenture (Wix Filtration Media Specialists, Inc.), Indenture (Westborn Service Center, Inc.)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, Date and any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' ’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;; and
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "“original issue discount" ” within the meaning of Section 1273 of the Code; and
(3) whether . Additional Securities may be issued with the same CUSIP number as the Securities issued on the Issue Date if, and only if, the Company shall have provided the Trustee with an opinion of nationally recognized counsel, reasonably satisfactory to the Trustee, to the effect that such Additional Securities shall will be Transfer Restricted fungible with the Securities and issued in on the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.Issue Date for all United States federal income tax purposes.
Appears in 3 contracts
Sources: Indenture (Chesapeake Royalty LLC), Indenture (Chesapeake Operating Inc), Indenture (Chesapeake Energy Corp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the CodeCode (unless then applicable regulations under the Code would treat the outstanding Securities and the Additional Securities as part of the same issue); and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 3 contracts
Sources: Indenture (Koll Donald M), Indenture (Cb Richard Ellis Services Inc), Indenture (Cb Richard Ellis Services Inc)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms (including, without limitation, the same Conversion Price) as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issuance, issue price, and amount of interest payable on the first payment date applicable thereto . The Initial Securities issued on the Issue Date, Date and any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including, without limitation, security, interests, waivers, amendments and offers to purchase. With respect to any Additional Securities, the Company shall set forth in a resolution of the its Board of Directors and an Officers' Certificatein a Company Request, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "“original issue discount" ” within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended; and
(3) whether any and all other terms of issuance with respect to such Additional Securities shall be Transfer Restricted Securities and issued in Securities, including any terms which the form Board of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.Directors deems appropriate.
Appears in 3 contracts
Sources: Indenture (Leucadia National Corp), Indenture (Leucadia National Corp), Indenture (Leucadia National Corp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, Date and any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' ’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;; and
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "“original issue discount" ” within the meaning of Section 1273 of the Code; and
(3) whether . Additional Securities may be issued with the same CUSIP number as the Securities issued on the Issue Date if, and only if, the Company shall have provided the Trustee with an Opinion of Counsel, to the effect that such Additional Securities shall will be Transfer Restricted fungible with the Securities and issued in on the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.Issue Date for all United States federal income tax purposes.
Appears in 3 contracts
Sources: Indenture (Chesapeake Louisiana Lp), Indenture (Chesapeake Energy Corp), Indenture (Chesapeake Energy Corp)
Issuance of Additional Securities. The Company shall be entitledIssuers may, subject to its compliance with Section 4.034.10 hereof, to and applicable law, issue Additional Securities under this Indenture which shall have identical terms as the Initial Original Securities issued on the Issue Date, Date other than with respect to the date of issuance and issue price. The Initial Securities issued on Original Securities, the Issue DateSeries B Securities, any Additional Securities and all Exchange Securities or Private Exchange any Securities issued in exchange therefor or in replacement thereof shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company Issuers shall set forth in a resolution of the Board of Directors Resolution and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities, if any; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.Securities.
Appears in 2 contracts
Sources: Indenture (Sun International Hotels LTD), Indenture (Sun International North America Inc)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.034.04, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee prior to the Trustee's issuance of the Additional Securities, the following information:
(1) the aggregate principal amount and CUSIP number of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, price and the issue date and the CUSIP number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities transfer restricted securities and issued in the form of Initial Securities as set forth in Exhibit 1 to the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.A to the Appendix.
Appears in 2 contracts
Sources: Indenture (Gutbusters Pty LTD), Dollar Securities Indenture (Gutbusters Pty LTD)
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture Indenture, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial All the Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor under this Indenture shall be treated as a single class for all purposes under of this IndentureIndenture including waivers, amendments, redemptions and offers to purchase. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' ’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this IndentureIndenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities, if any; provided, however, that no only those Additional Securities may that are part of the “same issue” as all other Securities issued under this Indenture, as defined under Treasury Regulation Section 1.1275-1(f), or issued in a “qualified reopening” under Treasury Regulation Section 1.1275-2(k) will be issued at a price that would cause such Additional with the same CUSIP number as the other Securities to have "original issue discount" within the meaning of Section 1273 of the Codeissued under this Indenture; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture Exhibit 1 or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 2 contracts
Sources: Indenture (Rotech Healthcare Inc), Indenture (Rotech Healthcare Inc)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable thereto (and, if such Additional Securities shall be issued in the form of Exchange Securities, other than with respect to transfer restrictions); provided that such issuance and issue priceis not prohibited by Section 4.04. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors Resolution and in an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within and the meaning amount of Section 1273 of interest payable on the Codefirst payment date applicable thereto; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be registered securities issued in the form of Exchange Securities as set forth in Exhibit A.Unrestricted Securities. ARTICLE THREE
Appears in 2 contracts
Sources: Indenture (Lin Television Corp), Indenture (Lin Television Corp)
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture Indenture, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price, first payment of interest and rights under the Registration Rights Agreement dated June 14, 2006. The Initial All the Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor under this Indenture shall be treated as a single class for all purposes under of this Indenture, including waivers, amendments, redemptions and offers to purchase. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this IndentureIndenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities;
(2) the issue price, the issue date and date, the CUSIP number and the ISIN of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 2 contracts
Sources: Indenture (Healthsouth Corp), Indenture (Healthsouth Corp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number and corresponding ISIN of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 2 contracts
Sources: Indenture (Shaw Group Inc), Indenture (Shaw Group Inc)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable thereto (and, if such Additional Securities shall be issued in the form of Exchange Securities, other than with respect to transfer restrictions); provided that such issuance and issue priceis not prohibited by Section 4.04. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors Resolution and in an Officers' ’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within and the meaning amount of Section 1273 of interest payable on the Codefirst payment date applicable thereto; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be registered securities issued in the form of Exchange Securities as set forth Unrestricted Securities. For avoidance of doubt, in Exhibit A.connection with the issuance of Additional Securities, the Trustee shall be entitled to receive the Officers’ Certificate and Opinion of Counsel under Section 11.04.
Appears in 2 contracts
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issuance, issue price, and amount of interest payable on the first payment date applicable thereto; provided that such issuance is not prohibited by Section 4.09. The Initial Securities issued on the Issue Date, Date and any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the its Board of Directors and an Officers' Certificatein a Company Request, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended; and
(3) whether any and all other terms of issuance with respect to such Additional Securities shall be Transfer Restricted Securities and issued in Securities, including any terms which the form Board of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.Directors deems appropriate.
Appears in 2 contracts
Sources: Indenture (Leucadia National Corp), Indenture (Leucadia National Corp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.035.03, to issue Additional Securities under this Indenture Indenture, which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance issuance, the date from which interest will accrue thereon, the issue price and issue pricethe amount of interest payable upon a registration default as provided under a registration rights agreement related thereto (and if such Additional Securities shall be issued in the form of Exchange Securities, other than with respect to transfer restrictions). The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number numbers of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities (as defined in the Appendix hereto) and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 2 contracts
Sources: Indenture (Phillips Van Heusen Corp /De/), Indenture (Phillips Van Heusen Corp /De/)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' ’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "“original issue discount" ” within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in Exhibit A to the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.B to the Appendix.
Appears in 1 contract
Sources: Indenture (Xto Energy Inc)
Issuance of Additional Securities. The Company shall be --------------------------------- entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto (and, if such Additional Securities shall be issued in the form of Exchange Securities, other than with respect to transfer restrictions). The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class of securities for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities -------- ------- may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities transfer restricted securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.the Appendix.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.034.07, to issue Additional Securities Notes under this Indenture which shall have identical terms as the Initial Securities Notes issued on the Issue Date, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto. The Initial Securities Notes issued on the Issue Date, any Additional Securities Notes and all Exchange Securities or Private Exchange Securities Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional SecuritiesNotes, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1a) the aggregate principal amount of such Additional Securities Notes to be authenticated and delivered pursuant to this Indenture;
(2b) the issue price, price and the issue date and the CUSIP number of such Additional SecuritiesNotes and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities Notes may be issued at a price that would cause such Additional Securities Notes to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3c) whether such Additional Securities Notes shall be Transfer Restricted Securities transfer restricted securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture indenture which shall have identical terms as the Initial Securities issued on the Issue DateAugust 24, 1999, other than with respect to the date of issuance issuance, issue price and issue price. The Initial Securities issued amount of interest payable on the Issue Datefirst payment date applicable thereto (and, any if such Additional Securities and all Exchange Securities or Private Exchange Securities shall be issued in exchange therefor shall be treated as a single class for all purposes under this Indenturethe form of Series B Securities, other than with respect to transfer restrictions); provided, that such issuance is not prohibited by Section 4.04. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and in an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1A) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2B) the issue price, the issue date and the CUSIP number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended, different than the "original issue discount" applicable to the Series A Securities issued on August 24, 1999; and
(3C) whether such Additional Securities shall be Transfer Restricted Securities transfer restricted securities and issued in the form of Initial Series A Securities as set forth in the Appendix to this Indenture or shall be registered securities issued in the form of Exchange Securities as set forth in Exhibit A.Series B Securities. ARTICLE THREE
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms and the same CUSIP numbers as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; providedPROVIDED, howeverHOWEVER, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.A. Article 3
Appears in 1 contract
Sources: Indenture (PrimeWood, Inc.)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, Date and any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' ’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;; and
(2) the issue price, the issue date and the CUSIP Common Code and ISIN number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "“original issue discount" ” within the meaning of Section 1273 of the Code; and
(3) whether . Additional Securities may be issued with the same Common Code and ISIN number as the Securities issued on the Issue Date if, and only if, the Company shall have provided the Trustee with an opinion of nationally recognized counsel, reasonably satisfactory to the Trustee, to the effect that such Additional Securities shall will be Transfer Restricted fungible with the Securities and issued in on the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.Issue Date for all United States federal income tax purposes.
Appears in 1 contract
Sources: Indenture (Mayfield Processing LLC)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; providedPROVIDED, howeverHOWEVER, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Monterey Carpets Inc)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, price and the issue date and the CUSIP number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; providedPROVIDED, howeverHOWEVER, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities transfer restricted securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Fairchild Semiconductor International Inc)
Issuance of Additional Securities. The Company shall be --------------------------------- entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may -------- ------- be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Morrison Knudsen Corp//)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and and, if appropriate, the issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; providedPROVIDED, howeverHOWEVER, that no Additional Securities may be issued at a price that would cause unless such Additional Securities to have "original issue discount" within are fungible in all respects for U.S. Federal income tax purposes with the meaning of Section 1273 of the Code; andSecurities then outstanding;
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.A; and
(4) that the Company has complied with this Section 2.13.
Appears in 1 contract
Sources: Indenture (Harman International Industries Inc /De/)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee prior to the Trustee's issuance of the Additional Securities, the following information:
(1) the aggregate principal amount and CUSIP number of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, price and the issue date and the CUSIP number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; providedPROVIDED, howeverHOWEVER, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities transfer restricted securities and issued in the form of Initial Securities as set forth in Exhibit 1 to the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.A to the Appendix.
Appears in 1 contract
Sources: Indenture (Interactive Media Corp)
Issuance of Additional Securities. The Company After the Issue Date, the Issuer shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture in an unlimited principal amount, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial All the Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor under this Indenture shall be treated as a single class for all purposes under of this IndentureIndenture including waivers, amendments, redemptions and offers to purchase. With respect to any Additional Securities, the Company Issuer shall set forth in a resolution of the Board of Directors and an Officers' Officer’s Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this IndentureIndenture and the provision of Section 4.03 that the Issuer is relying on to issue such Additional Securities;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no a separate CUSIP number will be issued for any Additional Securities may be issued at a price that would cause such unless the Securities and the Additional Securities are fungible for U.S. federal income tax purposes, subject to have "original issue discount" within the meaning of Section 1273 procedures of the CodeDepository; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.B to the Appendix.
Appears in 1 contract
Sources: Indenture (WCI Communities, Inc.)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and and, if appropriate, the issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause unless such Additional Securities are fungible in all respects for U.S. Federal income tax purposes with the Securities then outstanding as set forth in an Opinion of Counsel addressed to have "original issue discount" within and delivered to the meaning of Section 1273 of the Code; andTrustee;
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.A; and
(4) that the Company has complied with this Section 2.13.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitledentitled to issue, subject from time to its compliance with Section 4.03time, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue DateDate or the Exchange Securities exchanged therefor (in each case, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto), as the case may be. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' ’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1i) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2ii) the issue price, the issue date and the CUSIP “CUSIP” and “ISIN” number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause any such Additional Securities to have "original issue discount" within and the meaning amount of Section 1273 of interest payable on the Code; andfirst payment date applicable thereto;
(3iii) whether such Additional Securities shall be Transfer Restricted Securities transfer restricted securities and issued in the form of Initial Securities as set forth in the Appendix Exhibit A to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.B to this Indenture; and
(iv) if applicable, the Restricted Period for such Additional Securities.
Appears in 1 contract
Sources: Indenture (Nebraska Book Co)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.034.09(a), to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.A. ARTICLE THREE
Appears in 1 contract
Sources: Indenture (Chesapeake Energy Corp)
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture Indenture, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issuance, issue price, original interest accrual date and original interest payment date. The Initial All the Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor under this Indenture shall be treated as a single class for all purposes under of this IndentureIndenture including waivers, amendments, redemptions and offers to purchase; provided, however, that in the event that any Additional Securities are not fungible with the Securities for U.S. Federal income tax purposes, such nonfungible Additional Securities shall be issued with a separate CUSIP or ISIN number so that they are distinguishable from the Securities. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' ’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1a) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;Indenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities; and
(2b) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3c) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.B hereto.
Appears in 1 contract
Sources: Indenture (NCR Corp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number and corresponding ISIN of such Additional Securities; providedPROVIDED, howeverHOWEVER, that no Additional Securities may be issued at a price that would cause unless such Additional Securities to have "original issue discount" within are fungible in all respects for U.S. Federal income tax purposes with the meaning of Section 1273 of the CodeSecurities then outstanding; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause unless such Additional Securities to have "original issue discount" within are fungible in all respects for federal income tax purposes with the meaning of Section 1273 of the CodeSecurities then outstanding; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix A to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Denbury Resources Inc)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with the covenants contained in Section 4.034.04, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto (and, if such Additional Securities shall be issued in the form of Physical Securities or Global Securities, other than with respect to transfer restrictions). The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors of the Company and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and date, the CUSIP and/or ISIN number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; provided, however, provided that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended; and
(3) whether such Additional Securities shall be Transfer Restricted Physical Securities or Global Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.Securities. ARTICLE THREE
Appears in 1 contract
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture Indenture, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor the Additional Securities, if any, shall be treated as a single class for all purposes under of this Indenture, including waivers, amendments, redemptions and offers to purchase; provided, however, that in the event that any Additional Securities are not fungible with the Securities for U.S. Federal income tax purposes, such nonfungible Additional Securities shall be issued with a separate CUSIP or ISIN number so that they are distinguishable from the Securities. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' ’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this IndentureIndenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (LSB Industries Inc)
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03Sections 4.03 and 4.10, to issue Additional Securities under this Indenture Indenture, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial All the Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor under this Indenture shall be treated as a single class for all purposes under of this IndentureIndenture including waivers, amendments, redemptions and offers to purchase. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' ’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this IndentureIndenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities, if any; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "“original issue discount" ” within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in Exhibit 1 to the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities (in an aggregate principal amount not to exceed $150,000,000) under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Roto-Rooter Inc)
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture Indenture, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial All the Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor under this Indenture shall be treated as a single class for all purposes under of this IndentureIndenture including waivers, amendments, redemptions and offers to purchase. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' ’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this IndentureIndenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities;
(2) the issue price, the issue date and the CUSIP number number, ISIN or “Common Code” number, as applicable, of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Codenot be fungible for U.S. federal income tax purposes with any other Securities issued under this Indenture; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Tyson Foods Inc)
Issuance of Additional Securities. The Company shall be entitledentitled to issue, subject from time to its compliance with Section 4.03time, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue DateDate or the Exchange Securities exchanged therefor (in each case, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto), as the case may be. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1i) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2ii) the issue price, the issue date and the CUSIP "CUSIP" and "ISIN" number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause any such Additional Securities to have "original issue discount" within and the meaning amount of Section 1273 of interest payable on the Code; andfirst payment date applicable thereto;
(3iii) whether such Additional Securities shall be Transfer Restricted Securities transfer restricted securities and issued in the form of Initial Securities as set forth in the Appendix Exhibit A to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.B to this Indenture; and
(iv) if applicable, the Resale Restriction Termination Date for such Additional Securities.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issuance, issue price, and amount of interest payable on the first payment date applicable thereto; provided that such issuance is not prohibited by Section 4.09. The Initial Securities issued on the Issue Date, Date and any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the its Board of Directors and an Officers' Certificatein a Company Request, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended; and
(3) whether any and all other terms of issuance with respect to such Additional Securities shall be Transfer Restricted Securities and issued in Securities, including any terms which the form Board of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.Directors deems appropriate. ARTICLE THREE REDEMPTION [Reserved].
Appears in 1 contract
Sources: Indenture (Leucadia National Corp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Denbury Resources Inc)
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.034.04, to issue Additional Securities under this Indenture in an unlimited aggregate principal amount, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase. With respect to any Additional Securities, the Company shall set forth in a resolution Board Resolution of the Board of Directors of the Company and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this IndentureIndenture and the provision of Section 4.04 that the Company is relying on to issue such Additional Securities;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional only if they are fungible with the other Securities to have "original issue discount" within the meaning of Section 1273 of the Codeissued under this Indenture for United States federal income tax purposes; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit 2 to Appendix A.
Appears in 1 contract
Sources: Indenture (Scientific Games Corp)
Issuance of Additional Securities. The Company After the Issue Date, the Issuer shall be entitled, subject to its compliance with Section 4.034.04, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Datein an unlimited aggregate principal amount, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase. To the extent that any Additional Securities and all Exchange Securities are issued at a discount to their stated redemption price at maturity, each group of Additional Securities and Exchange Securities bearing a given amount of original issue discount shall be treated as a separate series only for purposes of the transfer and exchange provisions of Section 2.06. With respect to any Additional Securities, the Company Issuer shall set forth in a resolution Board Resolution of the Board of Directors of the Issuer and an Officers' Certificate’ Certificate of the Issuer, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this IndentureIndenture and the provision of Section 4.04 that the Issuer is relying on to issue such Additional Securities;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit 2 to Appendix A.
Appears in 1 contract
Sources: Indenture (Revlon Inc /De/)
Issuance of Additional Securities. The Company After the Issue Date, the Issuers shall be entitled, subject to its their compliance with Section 4.03, to issue Additional Securities under this Indenture Indenture, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial All the Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor under this Indenture shall be treated as a single class for all purposes under of this IndentureIndenture including waivers, amendments, redemptions and offers to purchase. With respect to any Additional Securities, the Company each Issuer shall set forth in a resolution of the Board of Directors and an Officers' ’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this IndentureIndenture and the provision of Section 4.03 that the Issuers are relying on to issue such Additional Securities;
(2) the issue price, price and the issue date date, and the CUSIP number of such Additional Securities, if any; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Codenot be fungible for U.S. Federal income tax purposes with any other Securities issued under this Indenture; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture Exhibit A or shall be issued in the form of Exchange Securities as set forth in Exhibit A.B.
Appears in 1 contract
Sources: Indenture (EnergySolutions, Inc.)
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03Sections 4.03 and 4.09, to issue Additional Securities under this Indenture Indenture, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial All the Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor under this Indenture shall be treated as a single class for all purposes under of this IndentureIndenture including waivers, amendments, redemptions and offers to purchase. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' CertificateCertificate and, if the Company so elects, a supplemental indenture, a copy of each which shall be delivered to the Trustee, the following information:
(1) the The aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this IndentureIndenture and the provision of Sections 4.03 and 4.09 that the Company is relying on to issue such Additional Securities;
(2) the The issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no in the event that any Additional Securities may are not fungible with any Securities then outstanding for U.S. Federal income tax purposes, such nonfungible Additional Securities will be issued at with a price separate CUSIP or ISIN number so that would cause such Additional they are distinguishable from the Securities to have "original issue discount" within the meaning of Section 1273 of the Codethen oustanding; and
(3) whether Whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.the Appendix.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable thereto (and, if such Additional Securities shall be issued in the form of Exchange Securities, other than with respect to transfer restrictions); provided that such issuance and issue priceis not prohibited by Section 4.04. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors Resolution and in an Officers' ’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within and the meaning amount of Section 1273 of interest payable on the Codefirst payment date applicable thereto; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be registered securities issued in the form of Exchange Securities as set forth in Exhibit A.Unrestricted Securities.
Appears in 1 contract
Sources: Indenture (Lin Television Corp)
Issuance of Additional Securities. The Company After the Closing Date, the Issuers shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities of any series under this Indenture in an unlimited aggregate principal amount, which Securities shall have identical terms as the Initial Securities of the same series issued on the Issue Closing Date, other than with respect to the date of issuance issuance, the issue price and issue pricethe date from which interest thereon will begin to accrue. The Initial With respect to each series of Securities, the Original Securities issued on the Issue Dateof such series, any Additional Securities of such series and all Exchange Securities or Private Exchange Securities of such series issued in exchange therefor shall be treated as a single class for all purposes under this IndentureIndenture including waivers, amendments, redemptions and offers to purchase. With respect to any Additional Securities, the Company each Issuer shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the series and the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.Securities.
Appears in 1 contract
Sources: Indenture (Jones Apparel Group Inc)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and and, if appropriate, the issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number and corresponding ISIN of such Additional Securities; providedPROVIDED, howeverHOWEVER, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue 38 discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Pathmark Stores Inc)
Issuance of Additional Securities. The Company Issuer shall be ---------------------------------- entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company Issuer shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, price and the issue date and the CUSIP number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities may be issued at -------- ------- a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities transfer restricted securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Chippac LTD)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price; provided, however, that the maximum aggregate principal amount of Additional Securities issued by the Company shall not exceed the result of (x) Euro 250.0 million less (y) the aggregate principal amount (on a Euro Equivalent basis) of any 2010 Senior Notes issued by the Company that are not Issue Date 2010 Senior Notes. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number, ISIN number and Common Code number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Issuance of Additional Securities. The Company shall ---------------------------------- be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may -------- ------- be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (DR Sales Inc)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.0310.08, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the its Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities subject to restrictions on transfer and issued in the form of Initial Securities as set forth in the Appendix to this Indenture Exhibit A-1 or shall be issued in the form of Exchange Securities as set forth in Exhibit A.A-2.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, price and the issue date and the CUSIP number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities transfer restricted securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture and Exhibit 1 thereof or shall be issued in the form of Exchange Securities as set forth in the Appendix and Exhibit A.2 thereof.
Appears in 1 contract
Sources: Indenture (Intersil Corp)
Issuance of Additional Securities. The Company After the Issue Date, the Issuer shall be entitled, subject to its compliance with Section 4.034.04, to issue Additional Securities under this Indenture in an unlimited aggregate principal amount, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase. With respect to any Additional Securities, the Company Issuer shall set forth in a resolution Board Resolution of the Board of Directors of the Issuer and an Officers' Certificate’ Certificate of the Issuer, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this IndentureIndenture and the provision of Section 4.04 that the Issuer is relying on to issue such Additional Securities;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional only if they are fungible with the other Securities to have "original issue discount" within the meaning of Section 1273 of the Codeissued under this Indenture for United States federal income tax purposes; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Scientific Games Corp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest 41 33 payable on the first payment date applicable thereto. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, price and the issue date and the CUSIP number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities transfer restricted securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Fairchild Semiconductor International Inc)
Issuance of Additional Securities. The Company Issuers shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable thereto (and, if such Additional Securities shall be issued in the form of Exchange Securities, other than with respect to transfer restrictions); provided that such issuance and issue priceis not prohibited by Section 4.04. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company Issuers shall set forth in a resolution of the Board of Directors Resolution and in an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within and the meaning amount of Section 1273 of interest payable on the Codefirst payment date applicable thereto; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be registered securities issued in the form of Exchange Securities as set forth in Exhibit A.Unrestricted Securities.
Appears in 1 contract
Sources: Indenture (Crescent Finance Co)
Issuance of Additional Securities. The Company shall be entitledIssuer may, subject to its compliance with Section 4.034.10 hereof, to and applicable law, issue Additional Securities under this Indenture which shall have identical terms as the Initial Original Securities issued on the Issue Date, Date other than with respect to the date of issuance and issue price. The Initial Securities issued on Original Securities, the Issue DateSeries B Securities, any Additional Securities and all Exchange Securities or Private Exchange any Securities issued in exchange therefor or in replacement thereof shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company Issuer shall set forth in a resolution of the Board of Directors Resolution and an Officers' ’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number (if then generally in use) of such Additional Securities, if any; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "“original issue discount" ” within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities. Such Officers’ Certificate shall certify that the issuance of such Additional Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.complies with Section 4.10 hereof.
Appears in 1 contract
Sources: Indenture (Kerzner International Employment Services LTD)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. 49 With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Citgo Petroleum Corp)
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture Indenture, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issuance, issue price, original interest accrual date and original interest payment date. The Initial All the Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor under this Indenture shall be treated as a single class for all purposes under of this Indenture, including waivers, amendments, redemptions and offers to purchase; provided, however, that in the event that any Additional Securities are not fungible with the Securities for U.S. Federal income tax purposes, such nonfungible Additional Securities shall be issued with a separate CUSIP or ISIN number so that they are distinguishable from the Securities. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' ’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1a) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;Indenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities; and
(2b) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3c) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.B hereto.
Appears in 1 contract
Sources: Indenture (NCR Corp)
Issuance of Additional Securities. The Company shall be entitled, subject subject, in the case of Additional Securities other than Additional Securities issued as PIK Interest, to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and and, in the case of Additional Securities other than Additional Securities issued as PIK Interest, issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional SecuritiesSecurities (other than Additional Securities issued as PIK Interest), the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the CodeCode (unless then applicable regulations under the Code would treat the outstanding Securities and the Additional Securities as part of the same issue); and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.A. With respect to any Additional Securities issued as PIK Interest in accordance with paragraph 1 of the Securities, the Company shall deliver to the Trustee:
(1) no later than the record date for the relevant interest payment date, a written notice setting forth the extent to which such interest payment will be made in the form of PIK Interest; and
(2) no later than one Business Day prior to the relevant interest payment date, an order to authenticate and deliver such Additional Securities. Any Additional Securities issued as PIK Interest shall, after being executed and authenticated pursuant to Section 2.02, be (i) delivered by the Trustee to the Securityholders as of the relevant record date at such Securityholders' registered address if the Securities are then held in the form of certificated Securities in accordance with Section 2.4 of the Rule 144A/IAI Appendix hereto and (ii) be deposited with or on behalf of DTC for the benefit of the beneficial owners of the Securities as of the relevant record date, as applicable.
Appears in 1 contract
Sources: Indenture (Malek Frederic V)
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture Indenture, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial All the Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor under this Indenture shall be treated as a single class for all purposes under of this IndentureIndenture including waivers, amendments, redemptions and offers to purchase. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' ’ Certificate, and, if the Company so elects, a supplemental indenture, a copy of each of which shall be delivered to the Trustee, the following information:
: (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
Indenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities; (2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Codenot be fungible for U.S. federal income tax purposes with any other Securities issued under this Indenture; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Us Concrete Inc)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with the covenants contained in Section 4.034.04, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto (and, if such Additional Securities shall be issued in the form of Physical Securities or Global Securities, other than with respect to transfer restrictions). The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors of the Company and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and date, the CUSIP and/or ISIN number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Falcon Products Inc /De/)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this 49 40 Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Travelcenters Realty Inc)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP CUSIP, ISIN or Common Code number of such Additional Securities; provided, howeverHOWEVER, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Enodis PLC)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issuance, issue price, and amount of interest payable on the first payment date applicable thereto; provided that such issuance is not prohibited by Section 4.09. The Initial Securities issued on the Issue Date, Date and any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the its Board of Directors and an Officers' Certificatein a Company Request, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "“original issue discount" ” within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended; and
(3) whether any and all other terms of issuance with respect to such Additional Securities shall be Transfer Restricted Securities and issued in Securities, including any terms which the form Board of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.Directors deems appropriate.
Appears in 1 contract
Sources: Indenture (Leucadia National Corp)
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture Indenture, which Securities shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial All the Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor under this Indenture shall be treated as a single class for all purposes under of this IndentureIndenture including waivers, amendments, redemptions and offers to purchase. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' ’ Certificate, and, if the Company so elects, a supplemental indenture, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this IndentureIndenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities;
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Codenot be fungible for U.S. federal income tax purposes with any other Securities issued under this Indenture; and
(3) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Us Concrete Inc)
Issuance of Additional Securities. The Company Issuer shall be entitledentitled to issue, subject from time to its compliance with Section 4.03time, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue DateDate or the Exchange Securities exchanged therefor (in each case, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto), as the case may be. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company Issuer shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1i) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2ii) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause any such Additional Securities to have "original issue discount" within and the meaning amount of Section 1273 of interest payable on the Code; andfirst payment date applicable thereto;
(3iii) whether such Additional Securities shall be Transfer Restricted Securities transfer restricted securities and issued in the form of Initial Securities as set forth in the Appendix Exhibit A to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.B to this Indenture; and
(iv) if applicable, the Resale Restriction Termination Date and the Restricted Period for such Additional Securities.
Appears in 1 contract
Sources: Indenture (Usani LLC)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; providedPROVIDED, howeverHOWEVER, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities transfer restricted securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Hexcel Corp /De/)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, Date and any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;; and
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether Code if such Additional Securities shall would not be Transfer Restricted fungible for all United States federal income tax purposes with the Securities and issued in on the form of Initial Issue Date. Additional Securities as set forth in the Appendix to this Indenture or shall may be issued in with the form same CUSIP number as the Securities issued on the Issue Date if, and only if, the Company shall have provided the Trustee with an Opinion of Exchange Counsel, to the effect that such Additional Securities as set forth in Exhibit A.will be fungible with the Securities issued on the Issue Date for all United States federal income tax purposes.
Appears in 1 contract
Sources: First Supplemental Indenture (Chesapeake Energy Corp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price and issue price. The Initial Securities issued amount of interest payable on the Issue Datefirst payment date applicable thereto (and, any if such Additional Securities and all Exchange Securities or Private Exchange Securities shall be issued in exchange therefor shall be treated as a single class for all purposes under this Indenturethe form of Exchange Securities, other than with respect to transfer restrictions); provided that such issuance is not prohibited by Section 4.04. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and in an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1A) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2B) the issue price, the issue date and the CUSIP number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the CodeInternal Revenue Code of 1986, as amended, different than the "original issue discount" applicable to the Initial Securities issued on the Issue Date; and
(3C) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.Securities.
Appears in 1 contract
Sources: Indenture (Fedders Corp /De)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price and issue priceamount of interest payable on the first payment date applicable thereto. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date and the CUSIP number of such Additional SecuritiesSecurities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and
(3) whether such Additional Securities shall be Transfer Restricted Securities transfer restricted securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A.
Appears in 1 contract
Sources: Indenture (Budget Group Inc)