Common use of Additional Notes; Purchases Clause in Contracts

Additional Notes; Purchases. The Company may, without the consent of the Holders of the Notes and notwithstanding Section 2.01, issue additional Notes hereunder with the same terms and with the same CUSIP and ISIN number as the Notes initially issued hereunder in an unlimited aggregate principal amount, which shall form the same series with the Notes initially issued hereunder; provided that no such additional Notes may be issued unless they are fungible with the Notes initially issued hereunder for U.S. federal income tax purposes. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Opinion of Counsel (with respect to the enforceability of such additional notes) and an Officers’ Certificate to the effect that such issuance of additional Notes complies with the provisions of the Indenture (including this Section 2.10). In addition, the Company may, to the extent permitted by law, directly or indirectly (regardless of whether such Notes are surrendered to the Company), from time to time purchase the Notes in open market purchases or negotiated transactions without prior notice to Holders. The Company shall cause any Notes so repurchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and any Notes so repurchased by the Company shall be deemed to be no longer Outstanding under this Indenture.

Additional Notes; Purchases. The Company may, without the consent of the Holders of the Notes and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP and ISIN number as the Notes initially issued hereunder in an unlimited aggregate principal amount, which shall form the same series with the Notes initially issued hereunder; provided that no if any such additional Notes may be issued unless they are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes will have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel (with respect to cover such matters, in addition to the due authorization, execution, delivery, validity and enforceability of such additional notes) Additional Notes and an Officers’ Certificate to those required by Section 17.05, as the effect that such issuance of additional Notes complies with the provisions of the Indenture (including this Section 2.10)Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), from time to time purchase the Notes in the open market purchases or negotiated transactions without prior notice otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to Holdersprivate agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and any Notes so repurchased by the Company shall be deemed to be no longer Outstanding under this Indenture2.08.

Additional Notes; Purchases. The Company may, without the consent of the Holders of the Notes Noteholders and notwithstanding Section 2.01, issue additional Notes hereunder with the same terms and with the same CUSIP and ISIN number as the Notes initially issued hereunder in an unlimited aggregate principal amount, which shall will form the same series with the Notes initially issued hereunder; provided that no such additional Notes may be issued unless unless: (i) they would constitute a “qualified reopening” (as defined in Treas. Reg. Sec. 1.1275-2(k)) or both the original Notes and the additional Notes are fungible issued with the Notes initially issued hereunder no more than de minimis original issue discount for U.S. federal income tax purposespurposes and (ii) the resale of such Notes by non-Affiliates of the Company would not require registration under U.S. securities laws. The Company may also issue additional Notes with a different CUSIP number if necessary to comply with applicable laws, which may, if such Notes meet the conditions in clauses (i) and (ii) in the immediately preceding sentence, be transferred to a Note with the same CUSIP number as the Notes initially issued hereunder. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel (with respect to cover such matters as the enforceability of such additional notes) and an Officers’ Certificate to the effect that such issuance of additional Notes complies with the provisions of the Indenture (including this Section 2.10)Trustee shall reasonably request. In addition, the The Company may, to the extent permitted by law, directly or indirectly (regardless of whether such Notes are surrendered to the Company), may also from time to time purchase the Notes in open market purchases or negotiated transactions without prior notice to HoldersNoteholders. The Company shall cause any Notes so repurchased (other than Any Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and any Notes so repurchased by the Company shall be deemed to be no longer Outstanding outstanding under this Indenture.

Additional Notes; Purchases. The Company may, without the consent of the Holders of the Notes Noteholders and notwithstanding Section 2.01, issue additional Notes hereunder with the same terms and with the same CUSIP and ISIN number as the Notes initially issued hereunder in an unlimited aggregate principal amount, which shall will form the same series with the Notes initially issued hereunder; provided that no such additional Notes may be issued unless unless: (i) they would constitute a “qualified reopening” (as defined in Treas. Reg. Sec. 1.1275-2(k)) or both the original Notes and the additional Notes are fungible issued with the Notes initially issued hereunder no more than de minimis original issue discount for U.S. federal income tax purposespurposes and (ii) the resale of such Notes by non-Affiliates of the Company would not require registration under U.S. securities laws. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel (with respect to cover such matters as the enforceability of such additional notes) and an Officers’ Certificate to the effect that such issuance of additional Notes complies with the provisions of the Indenture (including this Section 2.10)Trustee shall reasonably request. In addition, the The Company may, to the extent permitted by law, directly or indirectly (regardless of whether such Notes are surrendered to the Company), may also from time to time purchase the Notes in open market purchases or negotiated transactions without prior notice to HoldersNoteholders. The Company shall cause any Notes so repurchased (other than Any Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and any Notes so repurchased by the Company shall be deemed to be no longer Outstanding outstanding under this Indenture.

Additional Notes; Purchases. (a) The Company may, from time to time, without the notice to or consent of the Holders of the Notes Holders, reopen this Indenture and notwithstanding Section 2.01, issue additional Notes hereunder with the same terms and with the same CUSIP and ISIN number as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount, which shall form the same series with the Notes initially issued hereunder; provided that no if any such additional Notes may be issued unless they are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Such additional Notes and the Notes initially issued hereunder shall rank equally and ratably and shall be treated as a single series for all purposes under this Indenture. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.06, as the Trustee shall reasonably request. (with respect to the enforceability of such additional notesb) and an Officers’ Certificate to the effect that such issuance of additional Notes complies with the provisions of the Indenture (including this Section 2.10). In addition, the The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), from time to time purchase the repurchase Notes in the open market purchases or negotiated transactions without prior notice otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to Holdersprivate agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.08, and any Notes so repurchased by the Company shall be deemed to be they will no longer Outstanding be considered outstanding under this IndentureIndenture upon their repurchase.

Additional Notes; Purchases. The Company may, without the consent of the Holders of the Notes and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP and ISIN number as the Notes initially issued hereunder (other than differences in the issue dates, issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount, which shall form the same series with the Notes initially issued hereunder; provided that no if any such additional Notes may be issued unless they are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes will have one or more separate CUSIP numbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel (with respect to cover such matters, in addition to the due authorization, execution, delivery, validity and enforceability of such additional notes) Additional Notes and an Officers’ Certificate to those required by Section 17.05, as the effect that such issuance of additional Notes complies with the provisions of the Indenture (including this Section 2.10)Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), from time to time purchase the Notes in the open market purchases or negotiated transactions otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives (in each case without prior notice to Holders). The Company shall cause any Notes so repurchased purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and any Notes so repurchased by the Company shall be deemed to be no longer Outstanding under this Indenture2.08.

Additional Notes; Purchases. The Company maymay from time to time, without the consent of the Holders of the Notes and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP and ISIN number (other than date of issuance and, in some cases, date from which interest will initially accrue) as the Notes initially issued hereunder in an unlimited aggregate principal amount, which shall form the same series with the Notes initially issued hereunder; provided that no if any such additional Notes may be issued unless they are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel (with respect to cover such matters, in addition to those required by Section 17.05, as the enforceability of Trustee shall reasonably request. The Notes initially issued hereunder and such additional notes) and an Officers’ Certificate to the effect that such issuance of additional Notes complies with the provisions of the Indenture (including shall be a single class for all purposes under this Section 2.10)Indenture. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), from time to time purchase the Notes in the open market purchases or negotiated transactions without prior notice to Holdersby tender offer at any price or by private agreement. The Company shall cause any Notes so repurchased purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and any such Notes so repurchased by the Company shall be deemed to be no longer Outstanding be considered outstanding under this IndentureIndenture upon their purchase.

Additional Notes; Purchases. The Company may, from time to time, without the notice to or consent of the Holders of the Notes and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms and with the same CUSIP and ISIN number as the Notes initially issued hereunder in an unlimited aggregate principal amount, which shall form the same series with the Notes initially issued hereunder; provided that no if any such additional Notes may be issued unless they are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel (with respect to cover such matters, in addition to those required by Section 17.05, as the enforceability of such additional notes) and an Officers’ Certificate to the effect that such issuance of additional Notes complies with the provisions of the Indenture (including this Section 2.10)Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), from time to time purchase the Notes in the open market purchases or negotiated transactions without prior notice otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to Holdersprivate agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 2.08, and any Notes so repurchased by the Company shall be deemed to be they will no longer Outstanding be considered outstanding under this IndentureIndenture upon their purchase.

Additional Notes; Purchases. The Subject to Section 4.09 and Section 4.11, the Company maymay from time to time, without the consent of the Holders of the Notes and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms (other than date of issuance and with interest accrued prior to the same CUSIP and ISIN number issue date) as the Notes initially issued hereunder in an unlimited aggregate principal amount, which shall form the same series with the Notes initially issued hereunder; provided that no if any such additional Notes may be issued unless they are not fungible with the Notes initially issued hereunder for U.S. federal income tax and securities law purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel (with respect to cover the enforceability of such additional notes) and an Officers’ Certificate to the effect that such issuance of additional Notes complies with the provisions of the Indenture (including this matters required by Section 2.10)17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), from time to time purchase the Notes in the open market purchases or negotiated transactions without prior notice to Holdersby tender offer at any price or by private agreement. The Company shall cause any Notes so repurchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and any Notes so repurchased by the Company shall be deemed to be no longer Outstanding under this Indentureupon their purchase.

Additional Notes; Purchases. The Company maymay from time to time, without the consent of the Holders of the Notes and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms (other than date of issuance and with interest accrued prior to the same CUSIP and ISIN number issue date) as the Notes initially issued hereunder in an unlimited aggregate principal amount, which shall form the same series with the Notes initially issued hereunder; provided that no if any such additional Notes may be issued unless they are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel (with respect to the enforceability of such additional notes) and an Officers’ Certificate to the effect that such issuance of additional Notes complies with the provisions of the Indenture (including this cover those matters required by Section 2.10)17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), from time to time purchase the Notes in the open market purchases or negotiated transactions without prior notice to Holdersby tender offer at any price or by private agreement. The Company shall cause any Notes so repurchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and any Notes so repurchased by the Company shall be deemed to be no longer Outstanding under this Indentureupon their purchase.