Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this Indenture, to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities 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 its Board of Directors and an Officer’s Certificate, a copy of each which shall be delivered to the Trustee, the following information: (1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series); (2) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount; (3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and (4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.
Appears in 9 contracts
Sources: Senior Secured Indenture (United Rentals Highway Technologies Gulf, LLC), Senior Indenture (United Rentals Realty, LLC), Senior Indenture (United Rentals Realty, LLC)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this Indenture, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price price; provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, purposes with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes under this Indenture and shall vote and consent, together with any Outstanding Securities as one class, on all matters that require their vote or consent under this Indenture, except in the case of any matter that affects only the Outstanding Securities. With respect to any Additional Securities, the Company shall set forth in a resolution of its Board of Directors and an Officer’s Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may are to be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 2.3 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.
Appears in 8 contracts
Sources: Indenture (United Rentals North America Inc), Indenture (United Rentals North America Inc), Indenture (United Rentals North America Inc)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSection 4.09(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 provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureprice. The Initial Securities issued on the Issue Date and 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 its the Board of Directors and an Officer’s Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture;
(2) the issue price, which the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be in an unlimited aggregate principal amount;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) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that whether such Additional Securities shall be issuable in whole or in part Transfer Restricted Securities and issued in the form of one Initial Securities as set forth in the Appendix to this Indenture or more Global Securities and, shall be issued in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Exchange Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security A. Additional Securities may be exchanged in whole or in part for 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 registered, or any transfer of such Global Security in whole or in part may will be registered, in fungible with the name or names of Persons other than Securities issued on the depositary Issue Date for such Global Security or a nominee thereof.all United States federal income tax purposes. ARTICLE THREE
Appears in 6 contracts
Sources: Indenture (Sap Acquisition LLC), Indenture (Chesapeake Operating Inc), Indenture (Chesapeake Orc LLC)
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with this IndentureSection 4.03, to issue Additional Securities under this Indenture Indenture, which Securities shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price, original interest accrual date and issue price provided, however, that no Additional original interest payment date. All the Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities 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 its the Board of Directors and an Officer’s Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2a) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;Indenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities; and
(3b) the issue price price, the issue date and issuance date the CUSIP number of such Additional Securities, including the date from which interest on such . In authenticating and delivering Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which Trustee shall be borne entitled to receive and shall be fully protected in relying upon, the Opinion of Counsel and Officers’ Certificate required by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof11.02.
Appears in 6 contracts
Sources: Indenture (NCR Corp), Indenture (NCR Corp), Indenture (NCR Corp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSection 10.08, to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price price; provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, purposes with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes under this Indenture and shall vote and consent, together with any Outstanding Securities as one class, on all matters that require their vote or consent under this Indenture, except in the case of any matter that affects only the Outstanding Securities. With respect to any Additional Securities, the Company shall set forth in a resolution of its Board of Directors and an Officer’s Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may are to be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 2.3 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.
Appears in 5 contracts
Sources: Indenture (United Rentals North America Inc), Indenture (United Rentals North America Inc), Indenture (United Rentals North America Inc)
Issuance of Additional Securities. The Company General Partner shall be entitlednot issue any additional REIT Shares (other than REIT Shares issued in connection with an exchange made pursuant to Section 8.5) or rights, subject options, warrants or convertible or exchangeable securities containing the right to its compliance with this Indenturesubscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall cause the Partnership to issue to the General Partner (or to the General Partner and the Original Limited Partner), as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or the General Partner and the Original Limited Partner) contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner (or the General Partner and the Original Limited Partner), to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price Partnership; provided, however, that no the General Partner is allowed to issue Additional Securities shall in connection with an acquisition of a Property, Mortgage or other asset to be issued that are not fungible for U.S. Federal income tax purposesheld directly by the General Partner. Without limiting the foregoing, with any other securities issued under this Indenture. The Securities issued on the Issue Date and any General Partner is expressly authorized to issue Additional Securities shall be treated as a single class for all purposes under this Indenture. With respect less than fair market value, and to any Additional Securities, cause the Company shall set forth in a resolution of its Board of Directors and an Officer’s Certificate, a copy of each which shall be delivered Partnership to issue to the TrusteeGeneral Partner (or to the General Partner and the Original Limited Partner) corresponding Partnership Interests, the following information:
so long as (1) whether the General Partner concludes in good faith that such Additional Securities shall be issued as part issuance is in the best interests of a new or existing series of Securities the General Partner and the title Partnership, including without limitation, the issuance of such Additional Securities (which shall distinguish REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the Additional Securities fair market value of the series from Securities REIT Shares, either at the time of any other series);
issuance or at the time of exercise, and (2) the aggregate principal amount of General Partner contributes directly or indirectly and through the Original Limited Partner all proceeds from such Additional Securities which may be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) issuance to the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereofPartnership.
Appears in 5 contracts
Sources: Limited Partnership Agreement (United Development Funding Income Fund V), Limited Partnership Agreement (Cole Credit Property Trust V, Inc.), Limited Partnership Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSection 4.09(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 provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureprice. The Initial Securities issued on the Issue Date and 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 its the Board of Directors and an Officer’s Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture;
(2) the issue price, which the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be in an unlimited aggregate principal amount;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) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that whether such Additional Securities shall be issuable in whole or in part Transfer Restricted Securities and issued in the form of one Initial Securities as set forth in the Appendix to this Indenture or more Global Securities and, shall be issued in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Exchange Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security A. Additional Securities may be exchanged in whole or in part for 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 registered, or any transfer of such Global Security in whole or in part may will be registered, in fungible with the name or names of Persons other than Securities issued on the depositary Issue Date for such Global Security or a nominee thereofall United States federal income tax purposes.
Appears in 5 contracts
Sources: Indenture (Chesapeake Orc LLC), Indenture (Chesapeake BNR Corp.), Indenture (Chesapeake Energy Corp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this Indenture, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes under this Indenture and shall vote and consent, together with any Outstanding Securities as one class, on all matters that require their vote or consent under this Indenture, except in the case of any matter that affects only the Outstanding Securities. With respect to any Additional Securities, the Company shall set forth in a resolution of its Board of Directors and an Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may are to be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.
Appears in 3 contracts
Sources: Senior Secured Indenture (United Rentals North America Inc), Senior Indenture (United Rentals North America Inc), Senior Indenture (United Rentals North America Inc)
Issuance of Additional Securities. The Company After the Issue Date, the Issuer shall be entitled, subject to its compliance with this IndentureSection 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 issue date, the issue price, the first interest payment date of issuance and issue price provided, however, that no Additional the first date from which interest will accrue. All the Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities 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 its the Board of Directors and an Officer’s Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under 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, the first interest payment date, the first date from which may interest will accrue and the CUSIP number of such Additional Securities; provided, however, that a separate CUSIP number will be in an unlimited aggregate principal amount;issued for any Additional Securities unless the Securities and the Additional Securities are fungible for U.S. federal income tax purposes, subject to the procedures of the Depository; and
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that whether such Additional Securities shall be issuable in whole Initial Securities or in part shall be issued in the form of one or more Global Exchange Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances in addition B to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereofAppendix.
Appears in 3 contracts
Sources: Indenture (Century Communities, Inc.), Indenture (Century Communities, Inc.), Indenture (Century Communities, Inc.)
Issuance of Additional Securities. The Company Unless otherwise specified as contemplated by Section 2.1, the Issuer shall be entitled, subject to its compliance with this Indenture, entitled to issue Additional additional Securities of any series under this Indenture which that shall have identical terms as other Securities of the Securities issued on the Issue Dateapplicable series of Securities, other than with respect to the date of issuance issuance, issue price, initial Interest Payment Date and issue price provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Securities issued amount of interest payable on the Issue initial Interest Payment Date applicable thereto and any Additional relevant transfer restrictions or registration rights. All Securities of any one series shall be treated as a single class for all purposes under this Indenture. With respect to any Additional additional Securities, the Company Issuer shall set forth in a resolution of its Board of Directors Resolution and in an Officer’s Officers’ Certificate, Issuer Order or one or more supplemental indentures hereto, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2i) the aggregate principal amount of such Additional additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;
(3ii) the issue price and issuance price, the date of issuance, the CUSIP number of such Additional additional Securities, including the series of Securities under which such additional Securities shall be issued, the first Interest Payment Date and the amount of interest payable on such first Interest Payment Date applicable thereto and the date from which interest on such Additional Securities shall accrue; and
(4iii) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any restrictions on transfer of such Global Security in whole or in part may be registeredadditional Securities. In addition, in the name or names Issuer shall deliver an Opinion of Persons other than Counsel to the depositary for such Global Security or a nominee thereofTrustee as to (i) the conditions precedent to the issuance and authentication of the additional Securities and (ii) due authorization, execution, delivery and enforceability of the additional Securities (subject to customary enforceability exceptions).
Appears in 2 contracts
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with this IndentureSection 4.04, to issue Additional Securities under this Indenture Indenture, which Securities shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price provided, however, that no Additional price. All Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Securities issued on the Issue Date and Indenture (including any Additional Securities Securities) 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 its the Board of Directors and an Officer’s Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) and the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;; and
(32) the issue price price, the issue date and issuance date the CUSIP number and ISIN, if any, of such Additional Securities; provided, including however, that if the date from which interest on such Additional Securities shall accrue; and
(4) if applicableare not fungible with the Securities for U.S. federal income tax purposes, that such the Additional Securities shall be issuable in whole or in part in will have a separate CUSIP number. In addition to the form of one or more Global Securities and, in such caseforegoing, the respective depositaries for such Global Company shall deliver to the Trustee a written order as described in Section 2.01, an Opinion of Counsel as to enforceability of the Additional Securities, together with an Opinion of Counsel that all conditions precedent to the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto issuance and any circumstances in addition to or in lieu of those set forth in Section 2.4 authentication of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereofhave been satisfied.
Appears in 2 contracts
Sources: Indenture (Transocean Ltd.), Indenture (Transocean Ltd.)
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 this IndentureSection 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 providedand, however, that no in the case of Additional Securities shall be other than Additional Securities issued that are not fungible for U.S. Federal income tax purposesas PIK Interest, with any other securities issued under this Indentureissue price. The Initial Securities issued on the Issue Date and 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 its the Board of Directors and an Officer’s Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture;
(2) the issue price, which the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may -------- ------- be in an unlimited aggregate principal amount;issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code (unless then applicable regulations under the Code would treat the outstanding Securities and the Additional Securities as part of the same issue); and
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that whether such Additional Securities shall be issuable in whole or in part Transfer Restricted Securities and issued in the form of one Initial Securities as set forth in the Appendix to this Indenture or more Global Securities and, shall be issued in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Exchange Securities in addition to or in lieu of those as set forth in Exhibit A hereto 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 any circumstances 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 addition to or the form of certificated Securities in lieu of those set forth in accordance with Section 2.4 of the Rule 144A/IAI Appendix in which any such Global Security may hereto and (ii) be exchanged in whole deposited with or in part on behalf of DTC for Additional the benefit of the beneficial owners of the Securities registeredas of the relevant record date, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereofas applicable.
Appears in 2 contracts
Sources: Indenture (Fs Equity Partners Iii Lp), Indenture (Blum Capital Partners Lp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSection 10.08, to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price price; provided, however, that no any Additional Securities shall be issued that are not fungible with the Securities issued on the Issue Date for U.S. Federal United States federal income tax purposes, purposes will be issued with any other securities a different CUSIP number than the CUSIP number issued under this Indenturewith respect to the Securities issued on the Issue Date. The Securities issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes under this Indenture and shall vote and consent, together with any Outstanding Securities as one class, on all matters that require their vote or consent under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of its Board of Directors and an Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may are to be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix 3.05 in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.
Appears in 2 contracts
Sources: Indenture (Herc Holdings Inc), Indenture (Herc Holdings Inc)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this Indenture, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes under this Indenture and shall vote and consent, together with any Outstanding Securities as one class, on all matters that require their vote or consent under this Indenture, except in the case of any matter that affects only the Outstanding Securities. With respect to any Additional Securities, the Company shall set forth in a resolution of its Board of Directors and an Officer’s Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may are to be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.
Appears in 2 contracts
Sources: Senior Secured Indenture (United Rentals Highway Technologies Gulf, LLC), Senior Indenture (United Rentals Highway Technologies Gulf, LLC)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSection 10.08, 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 provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Initial Securities issued on the Issue Date and Date, any Additional Securities and all Exchange Securities issued in exchange therefor shall rank equally and 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 its Board of Directors and an Officer’s Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and;
(4) if applicable, that such Additional Securities shall be issued in a private placement transaction with registration rights;
(5) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 2.3 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(6) if applicable, that such Additional Securities shall not be issued in the form of Initial Securities as set forth in Exhibit A-1, but shall be issued in the form of Exchange Securities as set forth in Exhibit A-2.
Appears in 2 contracts
Sources: Indenture (United Rentals Inc /De), Indenture (United Rentals Inc /De)
Issuance of Additional Securities. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the applicable Board Resolution and set forth in an Officers’ Certificate, or in any indenture supplemental hereto. The Company shall be entitled, subject to its compliance with this Indenture, entitled to issue Additional Securities of a series under this Indenture which that shall have identical terms as the Original Securities issued on the Issue Dateof such series, other than with respect to the date of issuance and issuance, issue price providedprice, however, that no amount of interest payable on the first Interest Payment Date applicable to such Additional Securities shall be issued and, if applicable, the first Interest Payment Date for such Additional Securities; provided that if such Additional Securities are not fungible with the Original Securities of such series for U.S. Federal federal income tax purposes, with any other securities issued under this Indenturesuch Additional Securities will have one or more separate CUSIP numbers. The Original Securities issued on the Issue Date and any Additional Securities of a series 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 its Board of Directors Resolution and in an Officer’s Officers’ Certificate, or in one or more indentures supplemental hereto, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2a) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;
(3b) the issue price and issuance date price, the Issue Date, the CUSIP number of such Additional Securities, including the first Interest Payment Date and the amount of interest payable on such first Interest Payment Date applicable thereto and the date from which interest on such Additional Securities shall accrue; and
(4c) if applicable, that whether such Additional Securities shall be issuable in whole transfer restricted Securities or in part in the form of one have any registration or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereofexchange rights.
Appears in 2 contracts
Sources: Indenture (E Trade Financial Corp), Indenture (E Trade Financial Corp)
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with this Indenture, entitled to issue any series of Additional Securities under this Indenture Indenture, which series of Additional Securities shall have identical terms as the applicable series of Securities issued on the Issue Date, Date (other than with respect to the issue price, the date of issuance the issuance, the payment of interest and Additional Interest, if any, accruing prior to the issue price date of such Additional Securities and, in some cases, the first payment of interest and Additional Interest, if any, following the issue date of such Additional Securities). Any such Additional Securities of a series shall be consolidated and form a single series with the Securities of such series initially issued, including for purposes of voting, waivers, amendments, redemptions and offers to purchase; provided, however, that no in the event that any Additional Securities shall be issued that of such series are not fungible with the Securities of such series for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Securities issued on the Issue Date and any such nonfungible Additional Securities shall be treated as issued with a single class for all purposes under this Indentureseparate CUSIP, ISIN or Common Code number so that they are distinguishable from the Securities of such series. With respect to any Additional Securities, the Company shall set forth in a resolution of its the Board of Directors and an Officer’s Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2a) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;
(3b) the issue price price, the issue date and issuance date the CUSIP number of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4c) if applicable, that whether such Additional Securities shall be issuable in whole Initial Securities or in part shall be issued in the form of one or more Global Exchange Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those as set forth in Exhibits B-1 hereto (with respect to the 2018 Exchange Securities), Exhibit A B-2 hereto (with respect to the 2020 Exchange Securities), Exhibit B-3 hereto (with respect to the 2023 Exchange Securities) and any circumstances in addition Exhibit B-4 hereto (with respect to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof2043 Exchange Securities).
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitledentitled to issue, subject from time to its compliance with this Indenturetime, 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 and issuance, issue price providedand amount of interest payable on the first payment date applicable thereto), however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureas the case may be. The Initial Securities issued on the Issue Date and Date, any Additional Securities and all 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 its the Board of Directors and an Officer’s Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1i) the aggregate principal amount at maturity of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(ii) the issue price, the issue date and the "CUSIP" and "ISIN" number of any such Additional Securities and the amount of interest payable on the first payment date applicable thereto;
(iii) whether such Additional Securities shall be transfer restricted securities and issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Initial Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances to this Indenture or shall be issued in addition to or in lieu the form of those Exchange Securities as set forth in Section 2.4 of Exhibit B to this Indenture; and
(iv) if applicable, the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary Restricted Period for such Global Security or a nominee thereofAdditional Securities.
Appears in 1 contract
Sources: Indenture (NBC Acquisition Corp)
Issuance of Additional Securities. The After the Closing Date, the Company shall be entitled, subject to its compliance compliance, at the time of and after giving effect to such issuance, with this IndentureSection 4.03, to issue Additional Securities of any series under this Indenture Indenture, which Securities shall have identical terms as the applicable series of Initial Securities issued on the Issue Closing Date, other than with respect to the date of issuance and issue price provided, however, that no Additional price. All Fixed Rate Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Securities issued on the Issue Date and Indenture (including any Additional Securities Fixed Rate Securities) shall be treated as a single class for all purposes of this Indenture, including in respect of any amendment, waiver, other modification or optional redemption by the Company. All Floating Rate Securities issued under this Indenture (including any Additional Floating Rate Securities) shall be treated as a single class for all purposes of this Indenture, including in respect of any amendment, waiver, other modification or optional redemption by the Company. The Fixed Rate Securities and the Floating Rate Securities shall be treated as separate classes for all purposes of this Indenture, including in respect of amendments, waivers, other modifications or optional redemptions and the application of, and determination of compliance with, the covenants contained in Article 4 hereof. With respect to any Additional SecuritiesSecurities of a series, the Company shall set forth in a resolution of its Board of Directors and an Officer’s Officers' Certificate, a copy of each which shall be delivered to the TrusteeTrustee (along with a copy of the resolutions of the Board of Directors authorizing the Additional Securities of such series), the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this IndentureIndenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities;
(2) the series, which the issue price, the issue date, the CUSIP number and ISIN of such Additional Securities; provided, however, that no Additional Fixed Rate Securities may be issued at a price that would cause such Fixed Rate Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code and no Additional Floating Rate Securities may be issued at a price that would cause such Floating Rate Securities to have "original issue discount" in an unlimited aggregate principal amount;excess of the "original issue discount" at which the Initial Floating Rate Securities were issued on the Closing Date; and
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that whether such Additional Securities shall be issuable in whole Initial Securities or in part shall be issued in the form of one or more Global Exchange Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances in addition to 1(b) or in lieu of those set forth in Section 2.4 of 2(b), as the Appendix in which any such Global Security case may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereofbe.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this Indenture, 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 provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureprice. The Initial Securities issued on the Issue Date and 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 its the Board of Directors and an Officer’s Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture;
(2) the issue price, which the issue date and the CUSIP number of such Additional Securities; provided, however, that no [[NYCORP:2531275v4:3634W:08/15/05--04:10 p]] Additional Securities may be in an unlimited aggregate principal amount;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) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that whether such Additional Securities shall be issuable in whole or in part Transfer Restricted Securities and issued in the form of one Initial Securities as set forth in the Appendix to this Indenture or more Global Securities and, shall be issued in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Exchange Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security A. Additional Securities may be exchanged in whole or in part for 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 registered, or any transfer of such Global Security in whole or in part may will be registered, in fungible with the name or names of Persons other than Securities issued on the depositary Issue Date for such Global Security or a nominee thereofall United States federal income tax purposes.
Appears in 1 contract
Sources: Indenture (Chesapeake Energy Corp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this Indenture, entitled to issue Additional Securities under this Indenture which that shall have identical terms as the Securities issued on the Issue DateOriginal Securities, other than with respect to the date of issuance issuance, issue price, and issue price providedamount and accrual of interest payable on the first Interest Payment Date applicable thereto (and, however, that no if such Additional Securities shall be issued in the form of Transfer Restricted Securities, other than with respect to transfer restrictions, any registration rights and the liquidated damages associated therewith); provided that are such issuance is not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureprohibited by Section 4.3. The Initial Securities issued on the Issue Date and any Additional Securities and all Exchange Securities shall be treated as a single class for all purposes under this Indenture. Any Additional Securities issued under this Indenture will rank pari passu in right of payment with the Original Securities. With respect to any Additional Securities, the Company shall set forth in a resolution of its Board of Directors and an Officer’s Certificatein a written order of the Company, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;
(32) the issue price and issuance date price, the issue date, the CUSIP number of such Additional Securities, including the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest on such Additional Securities shall accrue; and
(43) if applicable, that whether such Additional Securities shall be issuable in whole Transfer Restricted Securities or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Registered Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.
Appears in 1 contract
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with this IndentureSection 4.05, to issue Additional Securities of any series under this Indenture Indenture, which Securities shall have identical terms as the Securities of the same series issued on the Issue Date, other than with respect to the date of issuance and issue price provided, however, that no Additional price. All 2021 Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Securities issued on the Issue Date and Indenture (including any Additional Securities 2021 Securities) shall be treated as a single class for all purposes of this Indenture, including waivers, amendments, redemptions and offers to purchase, and all 2024 Securities issued under this Indenture (including any Additional 2024 Securities) shall be treated as a single class for all purposes of this Indenture, including waivers, amendments, redemptions and offers to purchase. The 2021 Securities and the 2024 Securities each shall be treated as a separate class for all purposes of this Indenture, including in respect of waivers, amendments, redemptions, offers to purchase and the application of, and determination of compliance with, the covenants contained in Article 4 hereof. With respect to any Additional SecuritiesSecurities of a series, the Company shall set forth in a resolution of its the Board of Directors and an Officer’s Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) and the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;Indenture and the provision of Section 4.05 that the Company is relying on to issue such Additional Securities; and
(32) the issue price price, the issue date and issuance date the CUSIP number and ISIN, if any, of such Additional Securities; provided, including however, that if the date from which interest on such Additional Securities shall accrue; and
(4) if applicableare not fungible with the applicable series of Securities for U.S. federal income tax purposes, that such the Additional Securities shall be issuable in whole or in part in will have a separate CUSIP number. In addition to the form of one or more Global Securities and, in such caseforegoing, the respective depositaries for such Global Company shall deliver to the Trustee a written order as described in Section 2.01, an Opinion of Counsel as to enforceability of the Additional Securities, together with an Opinion of Counsel that all conditions precedent to the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto issuance and any circumstances in addition to or in lieu of those set forth in Section 2.4 authentication of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereofhave been satisfied.
Appears in 1 contract
Sources: Indenture (Teck Resources LTD)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSection 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 price; provided, however, that no the aggregate principal amount of the Initial Securities and any Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenturethe Indenture may not exceed the lesser of (i) $125.0 million and (ii) an amount equal to the product of (x) the aggregate amount of EBITDA of the Company and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters for which internal financial statements are available ending prior to the applicable date of issuance of any Additional Securities multiplied by (y) 2. The Initial Securities issued on the Issue Date and 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 its the Board of Directors and an Officer’s Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture;
(2) the issue price, which the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be in an unlimited aggregate principal amount;issued unless such Additional Securities are fungible with the Initial Securities for U.S. Federal income tax purposes; and
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that whether such Additional Securities shall be issuable in whole or in part Transfer Restricted Securities and issued in the form of one Initial Securities as set forth in the Appendix to this Indenture or more Global Securities and, shall be issued in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Exchange Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.A.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSection 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue DateDate and in exchange for the Series C Preferred Stock or any exchange debentures issued in exchange for the Series C Preferred Stock, other than with respect to the date of issuance and issue price price; provided, however, that no the maximum aggregate principal amount of Additional Securities issued by the Company shall be not exceed the result of (x) $250.0 million less (y) the aggregate principal amount (on a U.S. Dollar Equivalent basis) of any Euro Notes issued by the Company that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this IndentureIssue Date Euro Notes. The Initial Securities issued on the Issue Date and in exchange for the Series C Preferred Stock or any exchange debentures issued in exchange for the Series C Preferred Stock, 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 its the Board of Directors and an Officer’s Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture;
(2) the issue price, which 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 in an unlimited aggregate principal amount;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) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that whether such Additional Securities shall be issuable in whole or in part Transfer Restricted Securities and issued in the form of one Initial Securities as set forth in the Appendix to this Indenture or more Global Securities and, shall be issued in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Exchange Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.A.
Appears in 1 contract
Issuance of Additional Securities. The Company After the Issue Date, the Issuers shall be entitled, subject to its compliance with Section 4.08, to issue (i) Additional 2019 Notes under this Indenture, to issue which Additional Securities under this Indenture which 2019 Notes shall have identical terms as the Securities Initial 2019 Notes issued on the Issue Date, other than with respect to the date of issuance and issue price provided, however, that no and (ii) Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued 2021 Notes under this Indenture. The Securities , which Additional 2021 Notes shall have identical terms as the Initial 2021 Notes issued on the Issue Date Date, other than with respect to the date of issuance and issue price. All Initial 2019 Notes and any Additional Securities shall 2019 Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase; and all Initial 2021 Notes and any Additional 2021 Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including amendments, redemptions and offers to purchase. The 2019 Notes and the 2021 Notes are two separate series of Notes under this Indenture for all purposes of this Indenture, including, payments of principal and interest, redemptions, offers to purchase and consenting to certain amendments to this Indenture and the Notes and waiving or rescinding Defaults. With respect to any Additional SecuritiesNotes, the Company Issuers shall set forth in a resolution of its the Board of Directors and an Officer’s Officers’ Certificate, a copy of each which shall be delivered to the TrusteeTrustee and its Authenticating Agent, as applicable, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing the series of Securities and the title Notes of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series)Notes are a part;
(2) the aggregate principal amount of such Additional Securities which may Notes to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;
(3) the issue price price, the issue date and issuance date the CUSIP number of such Additional SecuritiesNotes; provided, including the date from which interest on however, that no Additional Notes may be issued at a price that would cause such Additional Securities shall accrueNotes to have “original issue discount” within the meaning of Section 1273 of the Code; and
(4) if applicable, that whether such Additional Securities Notes shall be issuable in whole Initial Notes or in part shall be issued in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereofExchange Notes.
Appears in 1 contract
Sources: Indenture (Chrysler Group LLC)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSection 4.09(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 provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureprice. The Initial Securities issued on the Issue Date and 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 its the Board of Directors and an Officer’s Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) . the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;
(3) 2. the issue price price, the issue date and issuance date the CUSIP number of such Additional Securities; PROVIDED, including the date from which interest on HOWEVER, that no Additional Securities may be issued at a price that would cause such Additional Securities shall accrueto have "original issue discount" within the meaning of Section 1273 of the Code; and
(4) if applicable, that 3. whether such Additional Securities shall be issuable in whole or in part Transfer Restricted Securities and issued in the form of one Initial Securities as set forth in the Appendix to this Indenture or more Global Securities and, shall be issued in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Exchange Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security A. Additional Securities may be exchanged in whole or in part for 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 registered, or any transfer of such Global Security in whole or in part may will be registered, in fungible with the name or names of Persons other than Securities issued on the depositary Issue Date for such Global Security or a nominee thereof.all United States federal income tax purposes. ARTICLE THREE
Appears in 1 contract
Sources: Indenture (Chesapeake Energy Corp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this Indenture, entitled to issue Additional Securities under this Indenture which shall have identical terms (including, without limitation, the same Conversion Price) as the Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price, and issue price provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureamount of interest payable on the first payment date applicable thereto . The Initial Securities issued on the Issue Date and any Additional 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 its Board of Directors and an Officer’s Certificatein a Company Request, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture;
(2) the issue price, which the issue date and the CUSIP number of such Additional Securities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities may be in an unlimited aggregate principal amountissued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on that such Additional Securities shall accruebe Securities bearing the Private Placement Legend and issued in the form of Initial Securities; and
(4) if applicable, that any and all other terms of indenture with respect to such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, including any terms which the form Board of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.Directors deems appropriate. ARTICLE THREE
Appears in 1 contract
Sources: Indenture (Leucadia National Corp)
Issuance of Additional Securities. The Company shall --------------------------------- be entitledentitled to issue, subject from time to its compliance with this Indenturetime, 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 and issuance, issue price providedand amount of interest payable on the first payment date applicable thereto), however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureas the case may be. The Initial Securities issued on the Issue Date and Date, any Additional Securities and all 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 its the Board of Directors and an Officer’s Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2i) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;
(3ii) the issue price price, the issue date and issuance date the "CUSIP" and "ISIN" number of such Additional Securities, including the date from which interest on any such Additional Securities shall accrue; andand the amount of interest payable on the first payment date applicable thereto;
(4iii) if applicable, that whether such Additional Securities shall be issuable in whole or in part transfer restricted securities and issued in the form of one or more Global Initial Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances to this Indenture or shall be issued in addition to or in lieu the form of those Exchange Securities as set forth in Section 2.4 of Exhibit B to this Indenture; and
(iv) if applicable, the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary Resale Restriction Termination for such Global Security or a nominee thereofAdditional Securities.
Appears in 1 contract
Issuance of Additional Securities. The Company After the Issue Date, the Issuer shall be entitled, subject to its compliance with this IndentureSection 4.04, 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 provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureprice. The Initial Securities issued on the Issue Date and Date, any Additional Securities and all 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 its the Board of Directors of the Issuer and an Officer’s CertificateOfficers’ Certificate of the Issuer, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered pursuant to this Indenture 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 Additional Securities may be issued only if they are fungible with the other Securities issued under this Indenture, which may be in an unlimited aggregate principal amount;Indenture for United States federal income tax purposes; and
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that whether such Additional Securities shall be issuable in whole Initial Securities or in part shall be issued in the form of one or more Global Exchange Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances in addition 2 to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.A.
Appears in 1 contract
Sources: Indenture (Scientific Games Corp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSection 4.03, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue DateDate and in exchange for the Series C Preferred Stock or any exchange debentures issued in exchange for the Series C Preferred Stock, other than with respect to the date of issuance and issue price price; provided, however, that no the maximum aggregate Accreted Value of Additional Securities (determined as of their issue date) issued by the Company shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureexceed $250.0 million. The Initial Securities issued on the Issue Date and in exchange for the Series C Preferred Stock or any exchange debentures issued in exchange for the Series C Preferred Stock, 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 its the Board of Directors and an Officer’s Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount at maturity 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, except for Additional Securities issued pursuant to the Preferred Stock Exchange Offer, 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 (other than "original issue discount" in an equal amount to that of any existing Securities); and
(3) whether such Additional Securities shall be issued as part of a new or existing series of Transfer Restricted Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part issued in the form of one Initial Securities as set forth in the Appendix to this Indenture or more Global Securities and, shall be issued in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Exchange Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.A.
Appears in 1 contract
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with this IndentureSection 4.03, to issue Additional Securities of any series under this Indenture Indenture, which Securities shall have identical terms as the Initial Securities of the same series issued on the Issue Date, other than with respect to the date of issuance and issue price provided, however, that no Additional price. All 2015 Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Securities issued on the Issue Date and Indenture (including any Additional Securities 2015 Securities) shall be treated as a single class for all purposes of this Indenture including waivers, amendments, redemptions and offers to purchase. All 2017 Securities issued under this Indenture (including any Additional 2017 Securities) shall be treated as a single class for all purposes of this Indenture including waivers, amendments, redemptions and offers to purchase. The 2015 Securities and the 2017 Securities shall be treated as separate classes for all purposes of this Indenture, including in respect of waivers, amendments, redemptions, offers to purchase and the application of, and determination of compliance with, the covenants contained in Article 4 hereof. With respect to any Additional SecuritiesSecurities of a series, the Company shall set forth in a resolution of its the Board of Directors and an Officer’s Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) and the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;Indenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities; and
(32) the issue price price, the issue date and issuance date the CUSIP number and ISIN, if any, of such Additional Securities; provided, including the date from which interest on however, that no Additional Securities may be issued at a price that would cause such Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part in to have "original issue discount" within the form meaning of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 1273 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereofCode.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this Indenture, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price price; provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, purposes with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes under this Indenture and shall vote and consent, together with any Outstanding Securities as one class, on all matters that require their vote or consent under this Indenture, except in the case of any matter that affects only the Outstanding Securities. With respect to any Additional Securities, the Company shall set forth in a resolution of its Board of Directors and an Officer’s Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may are to be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(32) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(43) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 2.3 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this Indenture, to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities 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 its Board of Directors and an Officer’s Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1a) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2b) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3c) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4d) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.
Appears in 1 contract
Sources: Indenture (United Rentals Inc /De)
Issuance of Additional Securities. The After the Issue Date, the Company shall be entitled, subject to its compliance with this Indenture, entitled 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 provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureprice. The Initial Securities issued on the Issue Date and Date, any Additional Securities and all 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 its the Board of Directors of the Company and an Officer’s Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2A) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;
(3B) the issue price price, the issue date and issuance date the CUSIP number of such Additional Securities; provided, including the date from which interest on such however, that Additional Securities shall accruemay be issued only if they are fungible with the other Securities issued under this Indenture for United States federal income tax purposes; and
(4) if applicable, that and whether such Additional Securities shall be issuable in whole Initial Securities or in part shall be issued in the form of one or more Global Exchange Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those as set forth in Exhibit A hereto 2 to Appendix A.
Section 1.04. The heading and any circumstances in addition to text of each of Section 4.03 (Limitation on Restricted Payments), Section 4.04 (Limitation on Incurrence of Additional Indebtedness), Section 4.06 (Payment of Taxes and Other Claims), Section 4.07 (Maintenance of Properties and Insurance), Section 4.08 (Compliance Certificate; Notice of Default), Section 4.09 (Compliance With Laws), Section 4.10 (Commission Reports), Section 4.11 (Waiver of Stay, Extension or in lieu Usury Laws), Section 4.12 (Limitations on Transactions with Affiliates), Section 4.13 (Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries), Section 4.14 (Limitation on Liens), Section 4.15 (Change of those set forth in Control), Section 2.4 4.16 (Limitation on Asset Sales), Section 4.17 (Limitation on Preferred Stock of Restricted Subsidiaries), Section 4.18 (Limitation on Sale and Leaseback Transactions), Section 4.19 (Limitation of Guarantees by Restricted Subsidiaries), clauses (2) and (3) of the Appendix first paragraph and clauses (3) and (4) of the fourth paragraph of Section 5.01(Merger, Consolidation and Sale of Assets), and clauses (c), (d) and (e) of Section 6.01 (Events of Default) of the Indenture are deleted in which any such Global Security may be exchanged their entirety and are each replaced with the following: “{Reserved}”.
Section 1.05. Clause (b) of Section 6.01 is hereby deleted in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in its entirety and replaced with the name or names of Persons other than the depositary for such Global Security or a nominee thereof.following:
Appears in 1 contract
Sources: Indenture (Scientific Games Corp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSection 4.9, 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 providedand amount of interest payable on the first payment date applicable thereto (and, however, that no if such Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposesin the form of Unrestricted Definitive Securities or Unrestricted Global Securities, other than with any other securities issued under this Indenturerespect to transfer restrictions). The Initial Securities issued on the Issue Date and Date, any Additional Securities and all 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 its the Board of Directors and an Officer’s Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture;
(2) the issue price, which the issue date and the CUSIP number of such Additional Securities and the amount of interest payable on the first payment date applicable thereto; PROVIDED, HOWEVER, that no Additional Securities may be in an unlimited aggregate principal amount;issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended; and
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that whether such Additional Securities shall be issuable in whole Restricted Definitive Securities or in part Restricted Global Securities and issued in the form of one Initial Securities or more Global Securities and, shall be issued in such case, the respective depositaries for such Global Securities, the form of any legend Unrestricted Definitive Securities or legends which shall be borne by such Unrestricted Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereofSecurities.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSection 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 providedprice; PROVIDED, howeverHOWEVER, that no the Company makes one or more Intercompany Loans equal to the gross proceeds of such Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureto one or more Foreign Restricted Subsidiaries. The Initial Securities issued on the Issue Date and 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 its the Board of Directors and an Officer’s Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture;
(2) the issue price, which the issue date and the CUSIP number and corresponding ISIN of such Additional Securities; PROVIDED, HOWEVER, that no Additional Securities may be issued unless such Additional Securities are fungible in an unlimited aggregate principal amountall respects for U.S. Federal Income Tax purposes with the Securities then outstanding;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on whether such Additional Securities shall accruebe 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; and
(4) if applicablein the case of the Officers' Certificate only, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto Company has complied with Section 4.03 and any circumstances in addition to or in lieu of those set forth in this Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof2.13.
Appears in 1 contract
Sources: Indenture (Ucar International Inc)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSections 4.03 and 4.14, 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 provided, however, and first semi-annual accretion or interest payment date; provided that no such Additional Securities shall be issued that are not fungible part of the same issue as the Initial Securities for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Initial Securities issued on the Issue Date and 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 of its the Board of Directors and an Officer’s Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount at maturity of such Additional Securities to be authenticated and delivered pursuant to this Indenture;
(2) the issue price, the issue date, the first semi-annual accretion or interest payment date and the CUSIP number and corresponding ISIN of such Additional Securities; provided, however, that no Additional Securities may be issued unless such Additional Securities are fungible in all respects for U.S. Federal income tax purposes with the Securities then outstanding; and
(3) whether such Additional Securities shall be issued as part of a new or existing series of Transfer Restricted Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part issued in the form of one Initial Securities as set forth in the Appendix to this Indenture or more Global Securities and, shall be issued in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Exchange Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.B.
Appears in 1 contract
Sources: Indenture (Buffets Holdings, Inc.)
Issuance of Additional Securities. The After the Closing Date, the Company shall be entitled, subject to its compliance compliance, at the time of and after giving effect to such issuance, with this IndentureSection 4.03 and Section 4.09, to issue Additional Securities of any series under this Indenture Indenture, which Securities shall have identical terms as the applicable series of Initial Securities issued on the Issue Closing Date, other than with respect to the date of issuance and issue price provided, however, that no Additional price. All the Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities Indenture shall be treated as a single class for all purposes of this Indenture; provided, however, that in respect of any amendment, waiver, other modification or optional redemption by the Company that affects only one series of the Securities, such affected series of Securities shall be treated as a single class under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of its Board of Directors and an Officer’s Officers' Certificate, a copy of each which shall be delivered to the TrusteeTrustee (along with a copy of the resolutions of the Board of Directors authorizing the Additional Securities), the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under 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, which the issue date, the CUSIP number and ISIN of such Additional Securities; provided, however, that no Additional Securities may be in an unlimited aggregate principal amount;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) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that whether such Additional Securities shall be issuable in whole Initial Securities or in part shall be issued in the form of one or more Global Exchange Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof2.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSection 10.09, to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price price; provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, purposes with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes under this Indenture and shall vote and consent, together with any Outstanding Securities as one class, on all matters that require their vote or consent under this Indenture, except in the case of any matter that affects only the Outstanding Securities. With respect to any Additional Securities, the Company shall set forth in a resolution of its Board of Directors and an Officer’s Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series)[reserved];
(2) the aggregate principal amount of such Additional Securities which may are to be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 2.3 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this Indenture, entitled to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price, and issue price providedamount of interest payable on the first payment date applicable thereto (and, however, that no if such Additional Securities shall be issued in the form of Exchange Securities, other than with respect to transfer restrictions); provided that are such issuance is not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureprohibited by Section 3.09. The Initial Securities issued on the Issue Date and Date, any Additional Securities and all 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 its Board of Directors and an Officer’s Certificatein a Company Request, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture;
(2) the issue price, which the issue date and the CUSIP number of such Additional Securities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities may be in an unlimited aggregate principal amountissued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on whether such Additional Securities shall accruebe Securities bearing the Private Placement Legend and issued in the form of Initial Securities or shall be Unrestricted Securities issued in the form of Exchange Notes; and
(4) if applicable, that any and all other terms of indenture with respect to such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, including any terms which the form Board of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.Directors deems appropriate. ARTICLE THREE
Appears in 1 contract
Sources: Indenture (Leucadia National Corp)
Issuance of Additional Securities. The After the Closing Date, the Company shall be entitled, subject to its compliance compliance, at the time of and after giving effect to such issuance, with this IndentureSection 4.03 and Section 4.09, to issue Additional Securities of any series under this Indenture Indenture, which Securities shall have identical terms as the applicable series of Initial Securities issued on the Issue Closing Date, other than with respect to the date of issuance and issue price provided, however, that no Additional price. All the Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities Indenture shall be treated as a single class for all purposes of this Indenture; provided, however, that in respect of any amendment, waiver, other modification or optional redemption by the Company that affects only one series of the Securities, such affected series of Securities shall be treated as a single class under this Indenture. With respect to any Additional Securities, the Company shall set forth in a resolution of its Board of Directors and an Officer’s Officers' Certificate, a copy of each which shall be delivered to the TrusteeTrustee (along with a copy of the Resolutions of the Board of Directors authorizing the Additional Securities), the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which Indenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities;
(2) that such Additional Securities may be designated Other Pari Passu Lien Obligations in an unlimited aggregate principal amountaccordance with Section 4.09;
(3) the issue price price, the issue date, the CUSIP number and issuance date ISIN of such Additional Securities; provided, including the date from which interest on however, that no Additional Securities may be issued at a price that would cause such Additional Securities shall accrueto have "original issue discount" within the meaning of Section 1273 of the Code; and
(4) if applicable, that whether such Additional Securities shall be issuable in whole Initial Securities or in part shall be issued in the form of one or more Global Exchange Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.A.
Appears in 1 contract
Issuance of Additional Securities. The (a) Subject to the terms and conditions set forth in this Agreement, on the Second Closing Date, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase the Additional Securities (the "Second Closing"). Delivery of the Additional Securities to be purchased by the Purchaser pursuant to this Agreement shall be entitledmade, subject pursuant to Section 4.5, on the Second Closing Date by the Company to the Purchaser, against payment of the Second Closing Purchase Price. In the event the condition set forth in Section 5.15 hereof has not been satisfied on or prior to July 30, 1998 (as such date may be extended, the "Second Closing Date"), the Purchaser may waive the application of such condition, in which case the Company agrees to use its compliance with this Indenturebest efforts to satisfy such condition by September 8, 1998. The Purchaser shall retain the right to issue purchase the Additional Securities under this Indenture which shall have identical terms as through and until September 8, 1998 and, in any event, the Securities issued on the Issue DatePurchaser may, other than with respect to the date of issuance and issue price providedin its sole discretion, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with waive any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes under this Indenture. With respect conditions to any Additional SecuritiesClosing.
(b) In connection with the Second Closing, the Company shall set forth in create a resolution new series of its Board preferred stock (the "Additional Preferred Stock"), which Additional Preferred Stock shall contain provisions substantially the same as the Preferred Stock issued as of Directors the date hereof and an Officer’s Certificateshall have (i) a liquidation preference per share of Additional Preferred Stock equal to the Additional Preferred Stock Price Per Share, a copy of each (ii) dividend and distribution rights which shall be delivered to pari passu with the TrusteePreferred Stock, based on the following information:
total liquidation preferences (1including accrued dividends) whether such Additional Securities shall be issued as part of a new or existing the respective series of Securities and the title of such Additional Securities preferred stock, (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2iii) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends voting rights which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 pari passu with the Preferred Stock, based on the total liquidation preferences (including accrued dividends) of the Appendix respective series of preferred stock, (iv) rights to receive distributions upon the occurrence of a liquidation which shall be pari passu with the Preferred Stock, based on the total liquidation preferences (including accrued dividends) of the respective series of preferred stock and (v) shall otherwise be in which any such Global Security may form and substance satisfactory to the Purchaser. The Additional Preferred Stock shall be exchanged in whole or in part convertible into shares of Common Stock on substantially the same terms as the Preferred Stock, except that the number of shares of Common Stock issuable upon conversion of the Additional Preferred Stock shall be equal to the Second Closing Purchase Price divided by the Additional Preferred Stock Price Per Share (as adjusted for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registeredanti-dilutive issuances, in a manner substantially similar to the name or names of Persons other than Preferred Stock (including, without limitation events that occur between the depositary for such Global Security or a nominee thereofClosing Date and the Second Closing Date, which result in the Preferred Stock receiving any anti-dilution adjustment)).
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSection 10.08, 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 provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Initial Securities issued on the Issue Date and Date, any Additional Securities and all 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 its Board of Directors and an Officer’s Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and;
(4) if applicable, that such Additional Securities shall be issued in a private placement transaction with registration rights;
(5) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 2.3 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(6) if applicable, that such Additional Securities shall not be issued in the form of Initial Securities as set forth in Exhibit A-1, but shall be issued in the form of Exchange Securities as set forth in Exhibit A-2.
Appears in 1 contract
Sources: Indenture (United Rentals Inc /De)
Issuance of Additional Securities. The Company shall be entitled(a) If, subject to its compliance with this Indenture, to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to after the date hereof, the Company authorizes the issuance or sale of issuance and issue price provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any securities of the Company in which FP or any of its Affiliates or Permitted Transferees or any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities shall be treated Person who would qualify to receive a Permitted FP Transfer participates as a single class for all purposes under this Indenture. With respect to any Additional Securitiespurchaser, the Company shall set forth in a resolution offer to sell to each Eligible Stockholder, and each Eligible Stockholder shall have the right to purchase, at the same price and on the same economic terms as such securities are to be offered to FP or any of its Board Affiliates or Permitted Transferees or any other Person who would qualify to receive a Permitted FP Transfer and any other Person, up to such Eligible Stockholder’s pro rata ownership of Directors and an Officerthe Company’s Certificate, a copy outstanding capital stock (“Pro Rata Share”) of each which class or series of such securities proposed to be issued; provided, that if all Persons entitled to purchase or receive any class or series of such offered securities are required to also purchase other securities of the Company, each Eligible Stockholder exercising its rights pursuant to this Section 8 shall also be delivered required to purchase such other securities (on the Trusteesame terms and conditions) that such other Persons are required to purchase.
(b) In order to exercise its purchase rights under this Section 8, an Eligible Stockholder must, within fifteen (15) days after receipt of written notice from the Company (the “Issuance Notice”) describing in reasonable detail the material terms and conditions of the proposed issuance or sale, including the number and description of securities being offered, proposed issuance date, the following information:
proposed price per share (1or equivalent terms) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities securities, the payment terms and such Eligible Stockholder’s percentage allotment, and a description of any other seriessecurities or instruments being issued or sold as a unit with the securities that by the terms of the issuance or sale of securities must be purchased with the securities, deliver a written notice to the Company describing its election hereunder and specifying the number (or value, as applicable) of securities it desires to purchase up to its Pro Rata Share and any other securities it desires to purchase, and the failure by any Eligible Stockholder to deliver any such written notice within such fifteen (15) day period shall be deemed to be an election by such Eligible Stockholder not to exercise its purchase rights under this Section 8, but shall not affect its rights with respect to any future issuances or sales of securities. The closing of any purchase by any Eligible Stockholder shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. Upon the issuance or sale of any such securities, the Company shall deliver the securities free and clear of any liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof);, and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such securities shall be, upon issuance thereof to such purchasers and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. The purchase price for all such securities and any other securities offered to the Eligible Stockholders shall be payable on the consideration terms offered to FP (or its Affiliate, Permitted Transferee or Person who would qualify to receive a Permitted FP Transfer, as applicable), or, if requested by such Eligible Stockholder and approved by the Board, in cash.
(2c) Upon the expiration of the fifteen (15) day period described in Section 8(b), the Company shall be entitled to sell such securities to the proposed recipient(s) thereof which the Eligible Stockholders have not elected to purchase under this Section 8 during the ninety (90) days following such expiration on terms not materially less favorable in the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) to the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of Company than those set forth in Exhibit A hereto and any circumstances in addition the Issuance Notice (except that the amount of securities to be issued or sold by the Company may be reduced); provided, that, for the avoidance of doubt, the price at which the securities are sold to the proposed recipient(s) is at least equal to or higher than the purchase price described in lieu of those set forth in the Issuance Notice. Any securities proposed to be offered or sold by the Company under Section 2.4 of the Appendix in which any 8(a) after such Global Security may be exchanged in whole or in part for Additional Securities registeredninety (90) day period, or at a price not complying with the immediate preceding sentence, must be reoffered to the Eligible Stockholders pursuant to the terms of this Section 8.
(d) Notwithstanding anything to the contrary herein, Chrysalis and each Other Stockholder may assign his, her or its rights to purchase pursuant to this Section 8 to any transfer of their respective Permitted Transferees who upon such Global Security exercise shall agree in whole or in part may writing to be registeredbound by the provisions of this Agreement.
(e) The provisions of this Section 8 shall not apply to, in and shall terminate upon the name or names of Persons other than the depositary for such Global Security or consummation of, a nominee thereofPublic Offering.
Appears in 1 contract
Sources: Rollover Agreement (Connecture Inc)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this Indenture, 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 provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureand amount of interest payable on the first payment date applicable thereto. The Initial Securities issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Securities, the The Company shall set forth may at its option and in a resolution of its Board of Directors and an Officer’s Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such sole discretion issue Additional Securities shall be issued as part in lieu of a new cash payment of any or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities all of the series from Securities of interest due on any other series);
(2) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this IndentureSecurity on any interest payment date; provided, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicablehowever, that such Additional Securities interest shall not be issuable so payable in whole or in part in Additional Securities in lieu of cash from and after the form date of one or more Global any deposit of money pursuant to Section 8.1. If the Company elects pursuant to this Section to issue Additional Securities and, in such caselieu of cash payment of interest due on any Security on any interest payment date, the respective depositaries Company shall give written notice of such election to the Trustee on or before, but not more than 45 days prior to, the record date for such Global the applicable interest payment date; provided, however, that without limiting the Company's obligation to make interest payments on the dates provided therefor in cash or Additional Securities, the form failure to give such notice shall not obligate the Company to make an interest payment in cash if it would otherwise be permitted to make such payment with Additional Securities; provided further, however, that the Trustee receives notice of any legend such election by the Company 10 days prior to the relevant interest payment date. Such notice to the Trustee shall have attached a copy, certified by the Secretary or legends which Assistant Secretary of the Company, of the resolution adopted by the Board of Directors of the Company authorizing the issuance of the appropriate principal amount of Additional Securities. The Company shall also deliver an Officer's Certificate setting forth the denominations and series of Securities to be borne by issued, the issue date and yield to maturity and demonstrating the computation of the principal amount of Additional Securities issuable to each Holder of outstanding Securities to the Trustee no later than 3 days after the record date relating to such Global interest payment date. Following receipt of such notice and certificates, the Trustee shall authenticate for original issue on such interest payment date Additional Securities in addition an aggregate principal amount equal to or the amount of cash interest due but not paid in cash on such interest payment date. The issuance of such Additional Securities shall constitute payment in full of the interest in lieu of those cash payment of which such Additional Securities are issued. With respect to each series, the Company shall notify the Trustee of the amount of original issue discount per $1,000 of principal amount of Securities which will be set forth in Exhibit A hereto on the face of each Security and any circumstances in addition such other information as may be required by United States Treasury Regulations with respect to or original issue discount. Each issuance of Additional Securities in lieu of those set forth payment of interest in Section 2.4 cash shall be made pro rata with respect to the outstanding Securities; provided that the Company may at its option pay cash in lieu of the Appendix in which any such Global Security may be exchanged in whole or in part for issuing Additional Securities registeredin any denomination of less than $1,000 as selected by the Company. Each Additional Security shall be subject to the same terms and conditions, or any transfer including, without limitation, the provisions of such Global Security in whole or in part may be registeredArticle 10 of this Indenture, in as the name or names of Persons other than the depositary for such Global Security or a nominee thereofInitial Securities.
Appears in 1 contract
Sources: Indenture (Intersil Holding Co)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this Indenture, 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 providedamount of interest payable on the first payment date applicable thereto (and, however, that no if such Additional Securities shall be issued in the form of Exchange Securities, other than with respect to transfer restrictions and the right to Liquidated Damages, if any); provided that are such issuance is not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureprohibited by Section 4.09. The Initial Securities issued on the Issue Date and Date, any Additional Securities and all 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 its Board of Directors and an Officer’s Certificatein a Company Request, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture;
(2) the issue price, which the issue date and the CUSIP number of such Additional Securities and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Securities may be in an unlimited aggregate principal amountissued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on whether such Additional Securities shall accruebe Securities bearing the Private Placement Legend and issued in the form of Initial Securities or shall be Unrestricted Securities issued in the form of Exchange Securities; and
(4) if applicable, that any and all other terms of issuance with respect to such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, including any terms which the form Board of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.Directors deems appropriate. ARTICLE THREE
Appears in 1 contract
Sources: Indenture (Leucadia National Corp)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSection 10.08 and Section 10.12, to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price price; provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, purposes with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes under this Indenture and shall vote and consent, together with any Outstanding Securities as one class, on all matters that require their vote or consent under this Indenture, except in the case of any matter that affects only the Outstanding Securities. With respect to any Additional Securities, the Company shall set forth in a resolution of its Board of Directors and an Officer’s Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may are to be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 2.3 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.
Appears in 1 contract
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this Indenture, entitled to issue Additional Securities under this Indenture which that shall have identical terms as the Securities issued on the Issue DateOriginal Securities, other than with respect to the date of issuance issuance, issue price, and issue price providedamount of interest payable on the first Interest Payment Date applicable thereto (and, however, that no if such Additional Securities shall be issued in the form of Transfer Restricted Securities, other than with respect to transfer restrictions, any registration rights and the liquidated damages associated therewith); provided that are such issuance is not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureprohibited by Section 4.3. The Initial Securities issued on the Issue Date and any Additional Securities and all Exchange Securities shall be treated as a single class for all purposes under this Indenture. Any Additional Securities issued under this Indenture will rank pari passu in right of payment with the Original Securities. With respect to any Additional Securities, the Company shall set forth in a resolution of its Board of Directors and an Officer’s Certificatein a written order of the Company, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;
(32) the issue price and issuance date price, the issue date, the CUSIP number of such Additional Securities, including the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest on such Additional Securities shall accrue; and
(43) if applicable, that whether such Additional Securities shall be issuable in whole Transfer Restricted Securities or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Registered Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.
Appears in 1 contract
Issuance of Additional Securities. The After the Closing Date, the Company shall be entitled, subject to its compliance with this Indenture, entitled to issue Additional Securities under this Indenture which Indenture; provided that at the time of such issuance, and after giving effect thereto, such Additional Securities would constitute Senior Debt under, and for purposes of, the Senior Subordinated Notes if such Senior Subordinated Notes are then outstanding. Such Additional Securities shall have identical terms as the Original Securities issued on the Issue Closing Date, other than with respect to the date of issuance issuance, issue price, original interest accrual date, and issue price providedtransfer restrictions under the Securities Act if the Original Securities have been registered under the Securities Act, however, that no Additional and original interest payment date. All the Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities 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 its the Board of Directors and an Officer’s Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2a) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;
(3b) if the issue price and Senior Subordinated Notes are outstanding, the Company’s Leverage Ratio (as such term is defined in the Senior Subordinated Notes) after giving effect to the issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4c) if applicablethe issue price, that the Issue Date and the CUSIP number of such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.
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Issuance of Additional Securities. The Company shall be entitledentitled to issue, subject from time to its compliance with this Indenturetime, 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 and issuance, issue price providedand amount of interest payable on the first payment date applicable thereto), however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureas the case may be. The Initial Securities issued on the Issue Date and Date, any Additional Securities and all 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 its the Board of Directors and an Officer’s Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2i) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;
(3ii) the issue price price, the issue date and issuance date the "CUSIP" and "ISIN" number of such Additional Securities, including the date from which interest on any such Additional Securities shall accrue; andand the amount of interest payable on the first payment date applicable thereto;
(4iii) if applicable, that whether such Additional Securities shall be issuable in whole or in part transfer restricted securities and issued in the form of one or more Global Initial Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances to this Indenture or shall be issued in addition to or in lieu the form of those Exchange Securities as set forth in Section 2.4 of Exhibit B to this Indenture; and
(iv) if applicable, the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in Resale Restriction Termination Date and the name or names of Persons other than the depositary Restricted Period for such Global Security or a nominee thereofAdditional Securities.
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Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this IndentureSection 10.09, to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price price; provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, purposes with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes under this Indenture and shall vote and consent, together with any Outstanding Securities as one class, on all matters that require their vote or consent under this Indenture, except in the case of any matter that affects only the Outstanding Securities. With respect to any Additional Securities, the Company shall set forth in a resolution of its Board of Directors and an Officer’s Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may are to be authenticated and delivered under this Indenture, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 2.3 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.
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Issuance of Additional Securities. The After the Issue Date, the Company shall will be entitled, subject to its compliance with this IndentureSection 4.03, to issue Additional Securities under this Indenture Indenture, which Securities shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance issuance, issue price, original interest accrual date and issue price providedoriginal interest payment date, however, that no and such Additional Securities shall be issued that are may not fungible for U.S. Federal income tax purposes, with any other securities have the benefit of registration rights. All the Securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities 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 will set forth in a resolution of its the Board of Directors and an Officer’s Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2a) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture, which may be in an unlimited aggregate principal amount;
(3) Indenture and the provision of Section 4.03 that the Company is relying on to issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4b) if applicablethe issue price, that the issue date and the CUSIP number of such Additional Securities and whether such Additional Securities have the benefit of registration rights; and
(c) whether such Additional Securities shall be issuable in whole Initial Securities or in part shall be issued in the form of one or more Global Exchange Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereofB hereto.
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Sources: Indenture (Neustar Inc)
Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with this Indenture, 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 provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indentureprice. The Initial Securities issued on the Issue Date and 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 its the Board of Directors and an Officer’s Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional Securities (which shall distinguish the Additional Securities of the series from Securities of any other series);
(2) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under pursuant to this Indenture;
(2) the issue price, which the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be in an unlimited aggregate principal amount;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) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; and
(4) if applicable, that whether such Additional Securities shall be issuable in whole or in part Transfer Restricted Securities and issued in the form of one Initial Securities as set forth in the Appendix to this Indenture or more Global Securities and, shall be issued in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Exchange Securities in addition to or in lieu of those as set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4 of the Appendix in which any such Global Security A. Additional Securities may be exchanged in whole or in part for 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 registered, or any transfer of such Global Security in whole or in part may will be registered, in fungible with the name or names of Persons other than Securities issued on the depositary Issue Date for such Global Security or a nominee thereofall United States federal income tax purposes.
Appears in 1 contract
Sources: Indenture (Chesapeake Energy Corp)