Amount of Notes; Issuable in Series. The aggregate principal amount of Original Notes which may be authenticated and delivered under this Indenture on the Issue Date is $1,000,000,000. The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. The Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series); (2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture, (3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; (4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (5) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or Director or any Assistant Secretary or Assistant Director of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.
Appears in 1 contract
Samples: Indenture (Intelsat S.A.)
Amount of Notes; Issuable in Series. The aggregate principal amount of Original Notes which may be authenticated and delivered under this Indenture on the Issue Date is $1,000,000,000unlimited. The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. The Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Closing Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g)4.06, 4.08(c) 4.08 or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officers’ Officer's Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture,, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; provided, however, that Additional Notes may be issued only if they are fungible with the other Notes issued under this Indenture for U.S. federal income tax purposes;
(4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 2.3 of the Appendix in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and
(5) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or Director or any Assistant Secretary or Assistant Director of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.
Appears in 1 contract
Samples: Indenture (On Semiconductor Corp)
Amount of Notes; Issuable in Series. The aggregate principal amount of Original Notes which may be authenticated and delivered under this Indenture on the Issue Date is $1,000,000,000150,000,000. The Initial Notes, any Additional Notes may and any Exchange Notes will be issued in one or more series. All treated as a single series of Notes for purposes of any one series shall be substantially identical except as to denominationthis Indenture. The Issuer Issuers may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. Additional Notes shall have identical terms as the Initial Notes issued on the Issue Date, other than with respect to the date of issuance and issue price and as contemplated by clause (4) below. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or the AppendixAppendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of Holdings and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture,
(32) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall will accrue;
(43) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit Appendix A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 2.3 of the Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and
(54) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibit Appendix A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. Appendix A. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of DirectorsDirectors of Holdings, a copy of an appropriate record of such action shall be certified by the Secretary or Director or any Assistant Secretary or Assistant Director of the Issuer Issuers and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.
Appears in 1 contract
Amount of Notes; Issuable in Series. The aggregate principal amount of Original Initial Notes which may be authenticated and delivered under this Indenture on the Issue Date is $1,000,000,000275,000,000. The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. The Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and Section 4.11 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 2.07, 2.08, 2.09, 2.10, 3.063.08, 4.06(g3.09(e), 4.08(c) or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuer and (b) (ib)(i) set forth or determined in the manner provided in an Officers’ Officer’s Certificate or (ii) established in one or more supplemental indentures supplemental hereto, prior to the issuance of such Additional Notes:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture,;
(3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;; and
(4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and
(5) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of DirectorsDirectors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or Director or any Assistant Secretary or Assistant Director of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the supplemental indenture supplemental hereto setting forth the terms of the Additional Notes. Additionally, the Trustee shall receive an Officer’s Certificate in accordance with Section 12.04, and the Trustee shall receive an Opinion of Counsel which shall state:
(1) that the form of such Additional Notes has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in conformity with the provisions of this Indenture;
(2) that the terms of such Additional Notes have been established in conformity with the other provisions of this Indenture;
(3) that such Additional Notes, when authenticated and delivered by the Trustee or its Authenticating Agent and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer, 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; and
(4) that all covenants and conditions precedent under this Indenture with respect to the issuance, authentication and delivery of such Additional Notes have been complied with.
Appears in 1 contract
Samples: Indenture (At Home Group Inc.)
Amount of Notes; Issuable in Series. The As provided for in Exhibit A hereto, the aggregate principal amount of Original the Notes which may be authenticated and delivered under this Indenture is unlimited. All Notes shall be substantially identical in all respects other than issue prices, issuance dates, first interest payment amount, first interest payment date and denominations. Additional Notes may be issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes; provided, such Additional Notes will not be issued with the same CUSIP number as the Initial Notes unless such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes; provided, further, that the Company’s ability to issue Additional Notes shall be subject to the Company’s compliance with Section 4.05 and Section 4.07. All Notes issued under this Indenture shall be treated as a single class for all purposes of this Indenture, including waivers, amendments, redemptions and offers to purchase. Subject to Section 2.03, the Trustee shall authenticate the Initial Notes for original issue on the Issue Date is in the aggregate principal amount of $1,000,000,000. The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. The Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture100,000,000. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of or in exchange for, or in lieu of, Initial Notes pursuant to Section 2.07, 2.09 or 3.06 or Exhibit A), there shall be established in or pursuant to a resolution of the Board of Directors, and subject to Section 2.03, set forth, or determined in the manner provided in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of such Notes:
(a) whether such Notes shall be issued as part of a new or existing series of Notes and the title of such Notes (which shall distinguish the Notes of the series from Notes of any other series);
(b) the aggregate principal amount of such Notes that may be authenticated and delivered under this Indenture (which shall be calculated without reference to any Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.07, 2.082.09 or 3.06 or Exhibit A or any Notes which, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors Section 2.03, are deemed never to have been authenticated and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other seriesdelivered hereunder);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture,
(3c) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;; and
(4d) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries depositories for such Global Notes, the form of any legend or legends which that shall be borne by any such Global Notes in addition to or in lieu of those that set forth in Appendix I to Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 2.3 of the Appendix Exhibit A in which any such Global Note Notes may be exchanged in whole or in part for Additional Notes registered, or and any transfer of such Global Note Notes in whole or in part may be registered, in the name or names of Persons other than the depositary depository for such Global Note or a nominee thereof; and
(5) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. . If any of the terms of any Additional Notes series are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or Director or any Assistant Secretary or Assistant Director of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the trust indenture supplemental hereto setting forth the terms of the Additional Notesseries.
Appears in 1 contract
Amount of Notes; Issuable in Series. (a) The aggregate principal amount of Original Floating Rate Notes which may be authenticated and delivered under this Indenture on the Issue Date is $1,000,000,000200,000,000. The Initial Floating Rate Notes, any Additional Floating Rate Notes may and any Exchange Floating Rate Notes will be issued in one or more series. All treated as a single series of Notes for purposes of any one series shall be substantially identical except as to denominationthis Indenture. The Issuer Issuers may from time to time after the Issue Date issue Additional Floating Rate Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Floating Rate Notes is at such time permitted by Section 4.03 and (ii) such Additional Floating Rate Notes are issued in compliance with the other applicable provisions of this Indenture. Additional Floating Rate Notes shall have identical terms as the Initial Floating Rate Notes issued on the Issue Date, other than with respect to the date of issuance and issue price and as contemplated by clause (4) below. With respect to any Additional Floating Rate Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or the AppendixAppendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of Holdings and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Floating Rate Notes:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Floating Rate Notes which may be authenticated and delivered under this Indenture,
(32) the issue price and issuance date of such Additional Floating Rate Notes, including the date from which interest on such Additional Floating Rate Notes shall will accrue;
(43) if applicable, that such Additional Floating Rate Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit Appendix A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 2.3 of the Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Floating Rate Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and
(54) if applicable, that such Additional Floating Rate Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Floating Rate Notes as set forth in Exhibit Appendix A, but shall be issued in the form of Exchange Floating Rate Notes as set forth in Exhibit B. Appendix A. If any of the terms of any Additional Floating Rate Notes are established by action taken pursuant to a resolution of the Board of Directors of Holdings, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuers and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Floating Rate Notes.
(b) The aggregate principal amount of Fixed Rate Notes which may be authenticated and delivered under this Indenture on the Issue Date is $625,000,000. The Initial Fixed Rate Notes, any Additional Fixed Rate Notes and any Exchange Fixed Rate Notes will be treated as a single series of Notes for purposes of this Indenture. The Issuers may from time to time after the Issue Date issue Additional Fixed Rate Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Fixed Rate Notes is at such time permitted by Section 4.03 and (ii) such Additional Fixed Rate Notes are issued in compliance with the other applicable provisions of this Indenture. Additional Fixed Rate Notes shall have identical terms as the Initial Fixed Rate Notes Issued on the Issue Date, other than with respect to the date of issuance and issue price and as contemplated by clause (4) below. With respect to any Additional Fixed Rate Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of Holdings and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Fixed Rate Notes:
(1) the aggregate principal amount of such Additional Fixed Rate Notes which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Fixed Rate Notes, including the date from which interest on such Additional Fixed Rate Notes will accrue;
(3) if applicable, that such Additional Fixed Rate Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Appendix A hereto and any circumstances in addition to or in lieu of those set forth in Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Fixed Rate registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and
(4) if applicable, that such Additional Fixed Rate Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Fixed Rate Notes as set forth in Appendix A, but shall be issued in the form of Exchange Fixed Rate Notes as set forth in Appendix A. If any of the terms of any Additional Fixed Rate Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or Director or any Assistant Secretary or Assistant Director of the Issuer Issuers and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Fixed Rate Notes.
Appears in 1 contract
Amount of Notes; Issuable in Series. (a) The aggregate principal amount of Original Floating Rate Notes which may be authenticated and delivered under this Indenture on the Issue Date is $1,000,000,000150,000,000. The Initial Floating Rate Notes, any Additional Floating Rate Notes may and any Exchange Floating Rate Notes will be issued in one or more series. All treated as a single series of Notes for purposes of any one series shall be substantially identical except as to denominationthis Indenture. The Issuer Issuers may from time to time after the Issue Date issue Additional Floating Rate Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Floating Rate Notes is at such time permitted by Section 4.03 and (ii) such Additional Floating Rate Notes are issued in compliance with the other applicable provisions of this Indenture. Additional Floating Rate Notes shall have identical terms as the Initial Floating Rate Notes issued on the Issue Date, other than with respect to the date of issuance and issue price and as contemplated by clause (4) below. With respect to any Additional Floating Rate Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or the AppendixAppendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of Holdings and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Floating Rate Notes:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Floating Rate Notes which may be authenticated and delivered under this Indenture,
(32) the issue price and issuance date of such Additional Floating Rate Notes, including the date from which interest on such Additional Floating Rate Notes shall will accrue;
(43) if applicable, that such Additional Floating Rate Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit Appendix A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 2.3 of the Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Floating Rate Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and
(54) if applicable, that such Additional Floating Rate Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Floating Rate Notes as set forth in Exhibit Appendix A, but shall be issued in the form of Exchange Floating Rate Notes as set forth in Exhibit B. Appendix A. If any of the terms of any Additional Floating Rate Notes are established by action taken pursuant to a resolution of the Board of Directors of Holdings, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuers and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Floating Rate Notes.
(b) The aggregate principal amount of Fixed Rate Notes which may be authenticated and delivered under this Indenture on the Issue Date is $325,000,000. The Initial Fixed Rate Notes, any Additional Fixed Rate Notes and any Exchange Fixed Rate Notes will be treated as a single series of Notes for purposes of this Indenture. The Issuers may from time to time after the Issue Date issue Additional Fixed Rate Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Fixed Rate Notes is at such time permitted by Section 4.03 and (ii) such Additional Fixed Rate Notes are issued in compliance with the other applicable provisions of this Indenture. Additional Fixed Rate Notes shall have identical terms as the Initial Fixed Rate Notes Issued on the Issue Date, other than with respect to the date of issuance and issue price and as contemplated by clause (4) below. With respect to any Additional Fixed Rate Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of Holdings and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Fixed Rate Notes:
(1) the aggregate principal amount of such Additional Fixed Rate Notes which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Fixed Rate Notes, including the date from which interest on such Additional Fixed Rate Notes will accrue;
(3) if applicable, that such Additional Fixed Rate Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Appendix A hereto and any circumstances in addition to or in lieu of those set forth in Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Fixed Rate registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and
(4) if applicable, that such Additional Fixed Rate Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Fixed Rate Notes as set forth in Appendix A, but shall be issued in the form of Exchange Fixed Rate Notes as set forth in Appendix A. If any of the terms of any Additional Fixed Rate Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or Director or any Assistant Secretary or Assistant Director of the Issuer Issuers and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Fixed Rate Notes.
Appears in 1 contract
Samples: Indenture (Borden Chemical Inc)
Amount of Notes; Issuable in Series. The aggregate principal amount of Original Notes which may be authenticated and delivered under this Indenture on the Issue Date is $1,000,000,000shall not be limited. The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. The Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Closing Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) 2.10 or 3.06 or the Appendix), there shall be (ai) established in or pursuant to a resolution of the Board of Directors and (bii) (iA) set forth or determined in the manner provided in an Officers’ ' Certificate or (iiB) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture,, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
(4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes (as defined in the Appendix) and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 2.3 of the Appendix in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and
(5) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or Director or any Assistant Secretary or Assistant Director of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.
Appears in 1 contract
Samples: Indenture (Wesco International Inc)
Amount of Notes; Issuable in Series. The aggregate principal amount of Original Notes which may be authenticated and delivered under this Indenture on the Issue Date is $1,000,000,000640,000,000. The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. The Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture,
(3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
(4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and
(5) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or Director or any Assistant Secretary or Assistant Director of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.
Appears in 1 contract
Samples: Indenture (Intelsat S.A.)
Amount of Notes; Issuable in Series. The aggregate principal amount at maturity of Original Notes which may be authenticated and delivered under this Indenture on the Issue Date is $1,000,000,000478,700,000. The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. The Issuer and Holdings may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amountamount at maturity, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate Accreted Value and principal amount at maturity of such Additional Notes which may be authenticated and delivered under this Indenture,
(3) the issue price and issuance date of such Additional Notes, including the date from which Accreted Value of, premium, if any, or interest on such Additional Notes shall accrete or accrue, as the case may be;
(4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and
(5) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or Director or any Assistant Secretary or Assistant Director of each of the Issuer and Holdings and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.
Appears in 1 contract
Samples: Indenture (Intelsat LTD)
Amount of Notes; Issuable in Series. The aggregate principal amount of Original Notes which may be authenticated and delivered under this Indenture on the Issue Date is $1,000,000,000580,719,000. The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. The Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or the Appendix), there shall be be
(a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture,
(3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
(4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and
(5) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or Director or any Assistant Secretary or Assistant Director of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.
Appears in 1 contract
Samples: Indenture (Intelsat CORP)
Amount of Notes; Issuable in Series. The As provided for in Exhibit A hereto, the aggregate principal amount of Original the Notes which may be authenticated and delivered under this Indenture is unlimited. All Notes shall be substantially identical in all respects other than issue prices, issuance dates, first interest payment amount, first interest payment date and denominations. Additional Notes may be issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and any PIK Notes; provided, such Additional Notes and PIK Notes will not be issued with the same CUSIP number as the Initial Notes unless such Additional Notes or PIK Notes, as applicable, are fungible with the Initial Notes for U.S. federal income tax purposes; provided, further, that the Company’s ability to issue Additional Notes shall be subject to the Company’s compliance with Section 4.05 and Section 4.07. All Notes issued under this Indenture shall be treated as a single class for all purposes of this Indenture, including waivers, amendments, redemptions and offers to purchase. Subject to Section 2.03, the Trustee shall authenticate the Initial Notes for original issue on the Issue Date is in the aggregate principal amount of $1,000,000,000. The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. The Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture1,462,285,000. With respect to any Additional Notes issued after the Issue Date (except for PIK Notes and Notes authenticated and delivered upon registration of transfer of or in exchange for, or in lieu of, Initial Notes pursuant to Section 2.07, 2.09 or 3.06 or Exhibit A), there shall be established in or pursuant to a resolution of the Board of Directors, and subject to Section 2.03, set forth, or determined in the manner provided in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of such Notes:
(a) whether such Notes shall be issued as part of a new or existing series of Notes and the title of such Notes (which shall distinguish the Notes of the series from Notes of any other series);
(b) the aggregate principal amount of such Notes that may be authenticated and delivered under this Indenture (which shall be calculated without reference to any Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.07, 2.082.09 or 3.06 or Exhibit A or any Notes which, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors Section 2.03, are deemed never to have been authenticated and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other seriesdelivered hereunder);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture,
(3c) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;; and
(4d) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries depositories for such Global Notes, the form of any legend or legends which that shall be borne by any such Global Notes in addition to or in lieu of those that set forth in Appendix I to Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 2.3 of the Appendix Exhibit A in which any such Global Note Notes may be exchanged in whole or in part for Additional Notes registered, or and any transfer of such Global Note Notes in whole or in part may be registered, in the name or names of Persons other than the depositary depository for such Global Note or a nominee thereof; and
(5) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. . If any of the terms of any Additional Notes series are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or Director or any Assistant Secretary or Assistant Director of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the trust indenture supplemental hereto setting forth the terms of the Additional Notesseries.
Appears in 1 contract
Amount of Notes; Issuable in Series. The aggregate principal amount of Original Notes which may be authenticated and delivered under this Indenture on the Issue Date is $1,000,000,000unlimited. The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. The Issuer may from time to time after , legends and the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes date they are issued in compliance with the other applicable provisions of this Indentureissued. With respect to any Additional Notes issued after the Issue Closing Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) 2.10 or 3.06 or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officers’ ' Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture,, which may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
(4) if applicable, that such Additional Notes shall be issued in a private placement transaction with registration rights;
(5) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 2.3 of the Appendix in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and
(56) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or Director or any Assistant Secretary or Assistant Director of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.
Appears in 1 contract
Samples: Indenture (Berry Plastics Corp)
Amount of Notes; Issuable in Series. The aggregate principal amount of Original Notes which may be authenticated and delivered under this Indenture on the Issue Date is $1,000,000,000284,595,000. The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. The Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture,
(3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;
(4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and
(5) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. C. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or Director or any Assistant Secretary or Assistant Director of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.
Appears in 1 contract
Samples: Indenture (Intelsat LTD)
Amount of Notes; Issuable in Series. The aggregate principal amount of Original Notes Notes, which may be authenticated and delivered under this Indenture on the Issue Date is $1,000,000,000490,000,000. The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to denomination. The Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.063.08, 4.06(g), 4.08(c) or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(1) whether such Additional Notes shall be issued as part of a new or existing series of Notes and the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series);
(2) the aggregate principal amount of such Additional Notes which that may be authenticated and delivered under this Indenture,
(3) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue;; and
(4) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and
(5) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. . If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or Director or any Assistant Secretary or Assistant Director of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.
Appears in 1 contract
Samples: Indenture (Intelsat S.A.)