Issuance of Notes Sample Clauses

Issuance of Notes. Upon consummation of the acquisition (the "Acquisition") by Holdings of 100% of the outstanding membership units of Norcraft Companies, L.P. (the "Company") on the terms set forth in that certain Unit Purchase Agreement, dated as of August 29, 2003, among Holdings' predecessor, the Company's predecessor and the sellers and sellers' representatives named therein (as amended on October 3, 2003, the "UPA"), the Company and the Co-Issuer propose to issue and sell to UBS Securities LLC (the "Representative") and Wachovia Capital Markets, LLC (together with the Representative, the "Initial Purchasers") $150,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2011 (the "Original Notes"). The Original Notes will be issued pursuant to an indenture (the "Indenture"), to be dated the Closing Date (as defined herein), by and among the Company, the Co-Issuer, the Guarantor (as defined below) and U.S. Bank National Association, as trustee (the "Trustee"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantee") on an unsecured senior subordinated basis by Norcraft Canada Corporation, a Nova Scotia unlimited liability company that will be contributed to the Company after the date of this Agreement (the "Guarantor" and, together with Holdings, the Company and the Co-Issuer, the "Issuers"; provided, that with respect to any right, obligation or agreement set forth in this Agreement that is to be performed (i) prior to the execution of the Joinder Agreement (as defined below) by the Company and the Guarantor, the term Issuers shall refer only to Holdings and the Co-Issuer and (ii) following the execution of the Joinder Agreement by the Company and the Guarantor, the term Issuers shall refer only to the Company, the Co-Issuer and the Guarantor). All references herein to the Original Notes include the related Guarantee, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated September 30, 2003 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated October 10, 2003 and available for distribution on or about the date hereof (the "Offering M...

Issuance of Notes. In return for the Consideration paid by the Lender, the Company shall sell and issue to such Lender one or more Notes. Each Note shall have a principal balance equal to that portion of the Consideration paid by such Lender for the Note, as set forth in the Schedule of Lenders. Each Note shall be convertible as set forth in the Notes.

Issuance of Notes. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the initial purchasers listed in Schedule I hereto (collectively, the “Initial Purchasers”), for whom J▇▇▇▇▇▇▇▇ LLC is acting as representative (in such a capacity, the “Representative”), $200,000,000 in aggregate principal amount of 8.875% Senior Notes due 2021 (each a “Note” and, collectively, the “Notes”). The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of February 11, 2014, by and among the Company, the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used, but not defined herein, shall have the meanings set forth in the “Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined). The Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder (collectively, the “Securities Act”). Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes shall bear the legends set forth in the final offering memorandum, dated the date hereof (the “Final Offering Memorandum”). The Company has prepared a preliminary offering memorandum, dated February 3, 2014 (the “Preliminary Offering Memorandum”), (ii) a pricing term sheet, dated the date hereof, attached hereto as Schedule II, which includes pricing terms and other information with respect to the Notes (the “Pricing Supplement”), and (iii) the Final Offering Memorandum, in each case, relating to the offer and sale of the Notes (the “Offering”). All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, unless expressly stated otherwise, (i) all amendments or supplements thereto prepared or approved in writing by the Company, (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum shall ...

Issuance of Notes. The Notes are duly authorized and, upon issuance in accordance with the terms hereof, shall be validly issued and free from all Taxes, liens and charges with respect to the issue thereof.

Issuance of Notes. Subject to the terms and conditions hereof, the Company agrees to issue and sell to each of the Investors, and each of the Investors severally agrees to purchase, a subordinated convertible promissory note in the form of Exhibit A hereto in the principal amount set forth opposite such Investor’s name on Schedule I hereto. The obligations of the Investors to purchase Notes are several and not joint. The aggregate principal amount for all Notes issued hereunder shall not exceed $25,000,000.

Issuance of Notes. 4.1 The Issuer shall, as soon as practicable, upon the conclusion of any Relevant Agreement and in any event, not later than 2.00 p.m. (London time) on the third (or, in the case of sub-clause 4.1(b) on the second) Banking Day prior to the proposed Issue Date: (a) confirm by facsimile to the Fiscal Agent or, if such Notes are to be Registered Notes, the Registrar (copied to the Fiscal Agent), all such information as the Fiscal Agent or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement and in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a master Global Note or Registered Notes is/are to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the master Global Note or master Registered Notes and (if medium term note settlement and payment procedures are to apply) the account of the Issuer to which payment should be made; (b) deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Fiscal Agent or, as the case may be, the Registrar (copied to the Fiscal Agent); and (c) unless a master Global Note, a master Registered Note or a master Global Registered Note is to be used and the Issuer shall have provided such document to the Fiscal Agent or, as the case may be, the Registrar pursuant to Clause 4.3, ensure that there is delivered to the Fiscal Agent an appropriate Global Note (in unauthenticated (and, if applicable, uneffectuated) form but executed on behalf of the Issuer and otherwise complete) or, as the case may be, to the Registrar a stock of Registered Notes (in unauthenticated form and with the names of the registered Holders left blank but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche. 4.2 Where Notes denominated in euros, British pounds or U.S. dollars and settled through Euroclear and/or Clearstream, Luxembourg are not issued upon conclusion of a Relevant Agreement, the Notes will be issued by the Issuer without the involvement of a Dealer and Clause 4.1 shall apply save that the phrase “, upon the conclusion of a Relevant Agreement in any event” shall not apply and in its confirmation to the Fiscal Agent or the Registrar, as the case may be, the Issuer shall specify that the relevant Notes are to be issued under this Clause 4.2. 4.3 The Issuer may, at its option, deliver from time to tim...

Issuance of Notes. At the Closing (as defined below), the Company agrees to issue and sell to each of the Investors, and, subject to all of the terms and conditions hereof, each of the Investors severally agrees to purchase, a convertible promissory note in the form of Exhibit A hereto (each, a “Note” and, collectively, the “Notes”) in the principal amount set forth opposite the respective Investor’s name on Schedule I hereto. The obligations of the Investors to purchase Notes are several and not joint.

Issuance of Notes. (1) The Issuer shall, not later than 2:00 p.m. (New York time) on the second New York Business Day prior to the Closing Date: (a) confirm to the Registrar by facsimile or any electronic information system agreed between the Registrar and the Issuer all such information as the Registrar may reasonably require to carry out its functions under this Agreement and such details as are necessary to enable it to authenticate and deliver the Global Certificate; and (b) designate by facsimile the account of the Issuer to which payment of the proceeds of the issuance of the Notes should be made. (2) The Issuer shall ensure that the Notes are assigned all applicable securities numbers, including German securities code (WKN), common code, ISIN and CUSIP. (3) On or before 10:00 a.m. (New York time) on the New York Business Day prior to the Closing Date (or any other time agreed between the Registrar and the Issuer having regard to the rules of DTC), the Registrar shall authenticate and deliver the Global Certificate to Deutsche Bank Trust Company Americas, in its capacity as custodian for DTC. The Registrar shall on the Closing Date transfer the proceeds of issue received from the Manager to the Issuer to the account notified in accordance with sub-clause 1(b) above. The Manager shall give instructions to DTC to credit Notes represented by the Global Certificate in accordance with the normal operating procedures of DTC. (4) Where the Registrar acts as Agent for the Issuer in respect of receiving the proceeds of the Notes, if on the Closing Date the Registrar does not receive the full proceeds of issue in respect of any Note, the Registrar shall: (a) continue to hold such Note to the order of the Issuer; (b) notify the Issuer forthwith of the non-receipt of the proceeds of issue in respect of such Note; and, subsequently, (c) notify the Issuer forthwith upon receipt of the full proceeds of issue in respect of such Note. The Registrar shall pay to the Issuer the amount received by the Registrar from the Manager in respect of such Note on the same day (or, if not possible, as soon as practicable thereafter) as the funds are credited to the account designated by the Registrar. (5) The Registrar shall hold in safe custody all unauthenticated Global Certificates delivered to it in accordance with this Clause 4 and shall ensure that each Global Certificate is authenticated and delivered only in accordance with the terms hereof and the Global Certificate. (6) The Registrar is a...

Issuance of Notes. On the date hereof, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in fully registered form only, the Subclass A-9 Notes upon the written order of the Issuer, in authorized denominations and in the names specified by the Issuer.