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 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, without the consent of the Holders of the Notes Noteholders and notwithstanding Section 2.01, issue additional Series A Notes hereunder with the same terms terms, and if permissible as a “qualified reopening” for U.S. federal income tax purposes, with the same CUSIP and ISIN number as the Series A Notes initially issued hereunder in an unlimited aggregate principal amount, which shall will form the same series with the Series A Notes initially issued hereunder; provided . Notwithstanding the foregoing, if Additional Notes are issued in a transaction that no is not registered under the Securities Act, such additional Additional Notes may be issued unless they subject to transfer provisions and registration rights provisions that are fungible with different from those applicable to the other Series A Notes initially issued hereunder (which transfer provisions and registration rights provisions shall be included in the certificate evidencing such Additional Notes) and may trade under a separate CUSIP number until such Additional Notes are no longer “Restricted Securities” for U.S. federal income tax purposespurposes of Rule 144 under the Securities Act. Prior to the issuance of any such additional Series A 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. 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 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 Officers’ Certificate and an Opinion of Counsel, and such Opinion of Counsel shall make the following statements, in addition to those required by Section 16.05: (with respect to 1) that the enforceability form of such additional notes) and an Officers’ Certificate to the effect that such issuance of additional Notes complies are in accordance with the provisions of this Indenture; (2) that the Indenture terms of such additional Notes are in accordance with the provisions of this Indenture; and (including this Section 2.10)3) that such additional Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. 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 Indenture2.09.

Additional Notes; Purchases. The Company may, without the consent of of, or notice to, 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 lawlaw and without the consent of Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), from time to time purchase the or 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 Holders. The Company shall cause any Notes so repurchased (other than Notes purchased pursuant to private agreements, including by cash-settled swaps or other derivatives) derivatives (in each case without prior notice to be surrendered Holders). The Company may, to the extent permitted by applicable law, reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.08 and any Notes so repurchased by that the Company may purchase or repurchase, in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such resissuance or resale. Any Notes that the Company may purchase or repurchase shall be deemed to be no longer Outstanding considered outstanding for all purposes under this IndentureIndenture unless and until such time the Company surrenders them to the Trustee for cancellation in accordance with Section 2.08 and, upon receipt of a written order from the Company, the Trustee shall cancel all Notes so surrendered.

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, 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 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. 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.