Original Issue of Notes; Further Issuances Clause Samples
The "Original Issue of Notes; Further Issuances" clause defines the issuer's authority to create and distribute the initial set of notes under an agreement, as well as the conditions under which additional notes may be issued in the future. Typically, this clause outlines whether new notes must be identical to the original ones in terms of rights and obligations, and may specify any limitations or requirements for further issuances, such as board approval or compliance with existing covenants. Its core function is to provide clarity and predictability for both the issuer and noteholders regarding the potential for future increases in the total amount of notes outstanding, thereby managing expectations and protecting the interests of all parties involved.
Original Issue of Notes; Further Issuances. (a) Notes having an aggregate principal amount of $750,000,000 may, upon execution of this Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon receipt of a Company Order, without any further action by the Company, except as otherwise required by the Indenture. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture and the Company, OMH and the Trustee, by their execution and delivery of the Indenture, expressly agree to such terms and provisions and to be bound thereby. Each Holder of (and Holder of beneficial interests in) any Note, by benefiting from such Note, agrees to be bound by the terms and conditions of the Indenture. To the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
(b) The Company may, without notice to or the consent of the Holders of the Notes, issue additional Notes having identical terms and conditions as the Initial Notes, other than with respect to the date of issuance, issue price and first Interest Payment Date, in an unlimited aggregate principal amount (the “Additional Notes”). Any such Additional Notes will be part of the same series as the Initial Notes and will be treated as one class with such Initial Notes, including, without limitation, for purposes of voting and redemptions; provided, that if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall have a separate CUSIP number.
Original Issue of Notes; Further Issuances. (a) Notes in the initial aggregate principal amount of $1,000,000,000 may, upon execution of this Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman, its Vice Chairman, its President, or any Vice President and its Treasurer or an Assistant Treasurer, without any further action by the Company.
(b) The Company may, without notice to or the consent of the Holders of the Notes, issue additional notes of the same tenor as the Notes, so that such additional notes and the Notes shall form a single series. Any such Notes referred to in this Section 6.01(b) will be issued under a further supplemental indenture.
Original Issue of Notes; Further Issuances. (a) Notes due 2009 having an aggregate principal amount of $500,000,000 and Notes due 2014 having an aggregate principal amount of $500,000,000 may, upon execution of this Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman, its Vice Chairman, its President, or any Vice President and its Treasurer or an Assistant Treasurer, without any further action by the Company.
(b) The Company may, without notice to or the consent of the Holders of the Notes, issue additional notes of the same tenor as the Notes due 2009 or the Notes due 2014, so that such additional notes and the Notes due 2009 or the Notes due 2014, as applicable, shall form a single series. Any such Notes referred to in this Section 6.01(b) will be issued under a further supplemental indenture.
Original Issue of Notes; Further Issuances. (a) Notes in the initial aggregate principal amount of $500,000,000 may, upon execution of this First Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by the Chairman of the Board, the Chief Executive Officer, Chief Financial Officer or any Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the Company without any further action by the Company.
(b) The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue further notes ranking equally and ratably with the Notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further notes or except for the first payment of interest following the issue date of such further notes), so that such further notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. Any such Notes referred to in this Section 5.01(b) will be issued under a further supplemental indenture.
Original Issue of Notes; Further Issuances. (a) 2024 Notes having an aggregate principal amount of $800,000,000 and 2044 Notes having an aggregate principal amount of $800,000,000 may, upon execution of this Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon a Company Order, signed by its Chairman, its Vice Chairman, its President, or any Vice President and by its Treasurer, an Assistant Treasurer, its Secretary or any Assistant Secretary, without any further action by the Company, except as otherwise required by the Indenture.
(b) The Company may, without notice to or the consent of the Holders of the 2024 Notes or the 2044 Notes, issue additional 3.65% Notes and/or 4.80% Notes having identical terms and conditions as the Notes of such series issued on the Issue Date (except for issue date, issue price and, if applicable, first Interest Payment Date and initial interest accrual date) in an unlimited aggregate principal amount. Any such additional 3.65% Notes or 4.80% Notes will be part of the same series as the 2024 Notes or 2044 Notes, respectively, issued on the Issue Date and will be treated as one class with such respective series of Notes, including, without limitation, for purposes of voting and redemptions.