Proceedings for Authorization of Additional Certificates Sample Clauses

The "Proceedings for Authorization of Additional Certificates" clause outlines the process by which a party may seek approval to issue or obtain extra certificates beyond those initially agreed upon. Typically, this clause details the steps required for requesting authorization, such as submitting a formal application, providing justification, and obtaining necessary consents from relevant authorities or stakeholders. Its core function is to establish a clear and orderly procedure for expanding the number of certificates, thereby preventing unauthorized issuances and ensuring all parties are informed and in agreement with any changes.
Proceedings for Authorization of Additional Certificates. Whenever the City and the Corporation shall determine to authorize the execution and delivery of any Additional Certificates pursuant to Section 2.11 hereof, the City, the Corporation and the Trustee shall enter into a Supplemental Trust Agreement without the consent of the Owners of any Certificates, providing for the execution and delivery of such Additional Certificates, specifying the maximum principal amount of such Additional Certificates and prescribing the terms and conditions of such Additional Certificates. Such Supplemental Trust Agreement shall prescribe the form or forms of such Additional Certificates and, subject to the provisions of Section 2.11 hereof, shall provide for the distinctive designation, denominations, method of numbering, dates, Principal Payment Dates, interest rates, Interest Payment Dates, provisions for prepayment (if desired) and places of payment of principal and interest. Before such Additional Certificates shall be executed and delivered, the City and the Corporation shall file or cause to be filed the following documents with the Trustee: (a) an Opinion of Counsel setting forth (1) that such Counsel has examined the Supplemental Trust Agreement and the amendment to the Sublease required by Section 2.11(e) hereof; (2) that the execution and delivery of the Additional Certificates have been sufficiently and duly authorized by the City and the Corporation; (3) that said amendment to the Sublease and the Supplemental Trust Agreement, when duly executed by the City and the Corporation, will be valid and binding obligations of the City and the Corporation; (4) that the amendment to the Sublease has been duly authorized, executed and delivered and has been duly recorded; and (5) that the amendment to the Sublease does not adversely affect the tax-exempt status of interest evidenced by any then Outstanding Certificates; (b) a Certificate of the City that the requirements of Section 2.11 hereof have been met, which shall include a Certificate by the City as to the fair rental value of the Leased Property, after giving effect to the new execution and delivery of the Additional Certificates and to the use of proceeds received therefrom; (c) certified copies of the resolutions of the Corporation and the City authorizing the execution of the amendments to the Sublease required by Section 2.11 hereof; (d) an executed counterpart or duly authenticated copy of the amendment to the Sublease required by Section 2.11(e) hereof; (e) certi...
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Proceedings for Authorization of Additional Certificates. Whenever the Corporation and the County shall determine to execute and deliver any Additional Certificates pursuant to Section 3.04, the Corporation, the County and the Trustee shall enter into a Supplemental Trust Agreement providing for the execution and delivery of such Additional Certificates, specifying the maximum principal amount of such Additional Certificates and prescribing the terms and conditions of such Additional Certificates. Such Supplemental Trust Agreement shall prescribe the form or forms of such Additional Certificates and, subject to the provisions of Section 3.04, shall provide for the distinctive designation, denominations, dates, payment dates, interest rates, interest payment dates, provisions for prepayment (if desired) and places of payment of principal and interest. Before such Additional Certificates shall be executed and delivered, the County and the Corporation shall file or cause to be filed the following documents with the Trustee: (a) an Opinion of Counsel setting forth (1) that such Counsel has examined the Supplemental Trust Agreement and the amendment to the Facilities Lease required by Section 3.04; and (2) that said amendment to the Facilities Lease, Site Lease and the Supplemental Trust Agreement, when duly executed by the County and the Corporation, will be valid and binding obligations of the County, (b) a certified copy of a resolution of the Board of Supervisors of the County authorizing the execution of the amendments to the Facilities Lease required by Section 3.04, (c) an executed counterpart or duly authenticated copy of any amendment to the Facilities Lease and Facilities Lease required by Section 3.04, and (d) a Certificate of the County stating that the insurance required by the Facilities Lease is in effect.
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Proceedings for Authorization of Additional Certificates. Whenever the Trustee and the County shall determine to execute and deliver any Additional Certificates pursuant to Section 2.11, the County, the Corporation and the Trustee shall enter into a Supplemental Trust Agreement providing for the execution and delivery of such Additional Certificates, specifying the maximum aggregate principal component of Base Rental Payments evidenced by such Additional Certificates and prescribing the terms and conditions of such Additional Certificates. The Supplemental Trust Agreement shall prescribe the form or forms of such Additional Certificates and, subject to the provisions of Section 2.11, shall provide for the distinctive designation, denominations, method of numbering, dates, interest component rates, provisions for prepayment (if desired) and places of payment of principal and interest components of Base Rental Payments evidenced by the Additional Certificates. Before such Additional Certificates shall be executed and delivered, the County and the Corporation shall file or cause to be filed the following documents with the Trustee: (a) An Opinion of Special Counsel setting forth (1) that such Special Counsel has examined the Supplemental Trust Agreement and the amendments to the Lease Agreement and to the Ground Lease required by Sections 2.11(d) and (e); (2) that the execution and delivery of the Additional Certificates have been duly authorized by the County and the Corporation; (3) that said amendments to the Lease Agreement and to the Ground Lease, when duly executed by the County and the Corporation, will be valid and binding obligations of the County and the Corporation; and
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Related to Proceedings for Authorization of Additional Certificates

  • Authorization and Issuance of Additional Units (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (B) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of Managers) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the Company and the Corporation shall not undertake any subdivision (by any Unit split, stock split, Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by Section 3.04(a)(i). (c) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

  • Authorization of Notes The Company will authorize the issue and sale of $53,500,000 aggregate principal amount of its 7.25% Senior Notes due December 30, 2029 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13). The Notes shall be substantially in the form set out in Exhibit 1. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

  • Authorization of Receipt of Funds by the Trustee Under the Collateral Documents Subject to the provisions of the Intercreditor Agreements, the Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture.

  • Authorization of Agreement, Etc The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.

  • Calculation of Amounts; Binding Effect of Interpretations and Actions of Master Servicer Section 4.07