Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Securities: (1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture, (2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; (3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and (4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 3 contracts
Samples: Indenture (Berry Global Group, Inc.), Indenture (Berry Global Group, Inc.), Indenture (Berry Global Group, Inc.)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities[650,000,000]. All Securities shall be substantially identical except as to denomination. The Issuer Issuers may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.03 and Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 4.06(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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Transfer Restricted Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasepurchase and the holders of the Original Securities and the Additional Securities will vote as one class under this Indenture, provided that if any Additional Securities are not fungible with the Original Securities for United States Federal income tax purposes, such Additional Securities will have a separate CUSIP number.
Appears in 3 contracts
Samples: Merger Agreement, Indenture (Verso Paper Corp.), Indenture (NewPage Holdings Inc.)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities300,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Issuers may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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 of the Issuer 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Verso Paper Corp.), Indenture (Verso Sartell LLC)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 600,000,000 in initial aggregate principal amount of Securities. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section Sections 4.03 and 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 3.08, 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 2 contracts
Samples: Indenture (Aeroways, LLC), Indenture (Cke Restaurants Inc)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Closing Date is $800,000,000 in initial aggregate principal amount of Securities1,145,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Company may from time to time after the Issue Closing Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Closing Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.063.08, 3.08 or 4.06(f), 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall may, at the Issuers’ election, be treated as a single class for all purposes under this Indenture, including, without limitation, directions provided to the Trustee pursuant to section 6.05, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (RBS Global Inc)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 500,000,000 in initial aggregate principal amount of Securities. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. ;. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Berry Plastics Group Inc)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 750,000,000, consisting of $525,000,000 in initial aggregate principal amount of SecuritiesFixed Rate Notes and $225,000,000 in initial aggregate principal amount of Floating Rate Notes. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A Exhibits A-1 and A-2 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit AExhibits A-1 and A-2, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. Exhibits B-1 and B-2. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer Company and delivered to the NY1:1657728.6 S- Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The SecuritiesFixed Rate Notes, including any Additional SecuritiesFixed Rate Notes, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Floating Rate Notes, including any Additional Floating Rate Notes, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities200,000,000. The Issuer Issuers may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 3.08, 4.08(c) or Appendix A (the “Appendix”)), there shall be (a) established in or pursuant to a resolution of the Board board of Directors directors (or similar governing body) of the Issuer Issuers and (b) (i) set forth or determined in the manner provided in an Officers’ Officer’s Certificate of the Issuers or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Securities:
(1) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;; and
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary Depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board board of Directors directors (or similar governing body) of the IssuerIssuers, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer Issuers and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate of the Issuers or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if any Additional Securities are not fungible with the original notes for U.S. federal income tax purposes, such Additional Securities will have a separate CUSIP number.
Appears in 1 contract
Samples: Indenture (PQ Group Holdings Inc.)
Amount of Securities. (a) The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture on is limited to $224,000,000 plus any increases in principal amount of the Securities pursuant to Section 2.01(b) or Section 2.01(c).
(b) On February 15, 2022, unless the Trustee has previously received from the Issuer an Officers’ Certificate certifying that actual cumulative Net Sales (but only in respect of the United States) of ZTlido™ (lidocaine topical system 1.8%) from the Issue Date is through December 31, 2021 are equal to or more than $800,000,000 in initial […***…], the then-existing outstanding aggregate principal amount of Securities. The Issuer may from time to time the Securities (after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect giving effect to any Additional redemption of such Securities issued after on such date) will be increased by $28,000,000 (allocated pro rata among the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 4.08(c) or Holders). Such increase will be at the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors sole expense of the Issuer and will be evidenced by an appropriate notation by the Trustee (bin respect of a Global Security) or the applicable Holder (iin respect of a Definitive Security) set forth on the Schedule of Increases or determined in Decreases attached to the manner provided in applicable Security (or electronically pursuant to the operational arrangements of the Depository), which notation (absent manifest error) will be binding on the Issuer.
(c) On November 15, 2023, unless the Trustee has previously received from the Issuer an Officers’ Certificate or certifying that actual cumulative Net Sales (iibut only in respect of the United States) established in one of ZTlido™ (lidocaine topical system 1.8%) from October 1, 2022 through September 30, 2023 are equal to or more indentures supplemental heretothan $[…***…], prior to the issuance of such Additional Securities:
(1) the then-existing outstanding aggregate principal amount of such Additional the Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date after giving effect to any redemption of such Additional Securities, including the date from which interest Securities on such Additional Securities date) will be increased by an amount (allocated pro rata among the Holders) equal to an amount to be determined by reference to Schedule I and evidenced by an Officers’ Certificate delivered to the Trustee (which shall accrue;
include a certification as to such actual cumulative Net Sales (3but only in respect of the United States) if applicablefor such period and the corresponding amount on such Schedule I); provided, however, that if the Issuer does not deliver such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in Officers’ Certificate evidencing such caseamount, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 then-existing outstanding aggregate principal amount of the Appendix in which Securities (after giving effect to any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any redemption of the terms Securities) will be increased by an amount (allocated pro rata among the Holders) equal to $112,781,030 (if the principal amount of any Additional the Securities are established by action taken was not increased pursuant to a resolution Section 2.01(b)) or $84,781,030 (if the principal amount of the Board of Directors of Securities was increased pursuant to Section 2.01(b)). Such increase will be at the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary sole expense of the Issuer and delivered will be evidenced by an appropriate notation by the Trustee (in respect of a Global Security) or the applicable Holder (in respect of a Definitive Security) on the Schedule of Increases or Decreases attached to the Trustee at applicable Security (or prior electronically pursuant to the delivery operational arrangements of the Officers’ Certificate or Depository), which notation (absent manifest error) will be binding on the indenture supplemental hereto setting forth the terms of the Additional Securities. Issuer.
(d) The Securities, including any Additional Securities, Securities shall be treated as a single class for all purposes under this Indenture, including, without limitationincluding directions provided to the Trustee pursuant to Section 6.05, waivers, amendments, redemptions and offers to purchase, and shall rank on a parity basis in right of payment and security.
Appears in 1 contract
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 500,000,000 in initial aggregate principal amount of Securities. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 3.08, 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Berry Plastics Corp)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities175,000,000. The US\DESMOLI\8895151.9 In addition, the Issuer may from time to time after the Issue Date issue Additional Add-On Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Add-On Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Add-On Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Add-On Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Add-On Securities:
(1) the aggregate principal amount of such Additional Add-On Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Add-On Securities, including the date from which interest on such Additional Add-On Securities shall accrue;
(3) if applicable, that such Additional Add-On Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 A in which any such Global Security may be exchanged in whole or in part for Additional Add-On Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Add-On Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Add-On Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Add-On Securities. The Securities, including any Additional Add-On Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 680,600,000 in initial aggregate principal amount of Securities. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Kerr Group Inc)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 500,000,000 in initial aggregate principal amount of Securities. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Berry Global Group, Inc.)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 €700,000,000 in aggregate principal amount 2025 First Priority Notes and €375,000,000 in initial aggregate principal amount of Securities2027 First Priority Notes. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.03 and Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A Exhibits A-1 and A-2 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Berry Global Group, Inc.)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 500,000,000 in initial aggregate principal amount of Securities. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Berry Global Group Inc)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities500,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Company may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.063.08, 3.08 or 4.06(f), 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and;
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in bear a Restricted Securities Legend; and
(5) if such Additional Securities are not fungible with the form of Original Securities as set forth in Exhibit Afor U.S. federal tax purposes, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. a new CUSIP number therefor. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, directions provided to the Trustee pursuant to Section 6.05, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Rexnord Corp)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities765,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Company may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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 of the Issuer Company 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerCompany, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (MPM Silicones, LLC)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities360,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Issuers may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 4.06(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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, provided that if any Additional Securities are not fungible with the Original Securities for United States Federal income tax purposes, such Additional Securities will have a separate CUSIP number.
Appears in 1 contract
Samples: Indenture (Verso Paper Corp.)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities200,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Company may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.063.08, 3.08 or 4.06(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 Company 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerCompany, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities€275,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Company may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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 of the Issuer Company 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerCompany, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (MPM Silicones, LLC)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities345,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Issuers may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.03 and Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 4.06(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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasepurchase and the holders of the Original Securities and the Additional Securities will vote as one class under this Indenture, provided that if any Additional Securities are not fungible with the Original Securities for United States Federal income tax purposes, such Additional Securities will have a separate CUSIP number.
Appears in 1 contract
Samples: Indenture (Verso Paper Corp.)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate 510,000,000. In connection with the payment of PIK Interest, the Company is entitled to, without the consent of the Holders, increase the outstanding principal amount of Securitiesthe Securities or issue Additional Securities under this Indenture on the same terms and conditions as the Securities offered hereby. The In addition, the Issuer may from time to time after the Issue Date issue Additional Add-On Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Add-On Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Add-On Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Add-On Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Add-On Securities:
(1) the aggregate principal amount of such Additional Add-On Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Add-On Securities, including the date from which interest on such Additional Add-On Securities shall accrue;
(3) if applicable, that such Additional Add-On Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 A in which any such Global Security may be exchanged in whole or in part for Additional Add-On Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Add-On Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Add-On Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Add-On Securities. The Securities, including any Additional Securities and Add-On Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities425,000,000. All Securities shall be substantially identical except as to denomination. The Issuer may from time to time after the Issue Date issue Additional Securities of the same or additional series under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture; provided however that so long as GSMP constitutes the Required Holders, the Issuer shall not issue Additional Securities of the same series to the extent that after giving effect to such issuance GSMP would not constitute the Required Holders, unless the Issuer and the Trustee receive the prior written consent of GSMP. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Amount of Securities. (a) The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture on is limited to $120,000,000.
(b) On the Issue Date is $800,000,000 Date, the Issuer shall issue and deliver, in initial accordance with this Article 2, Original Securities in an aggregate principal amount of Securities. The Issuer may from time $110,000,000.
(c) On any Business Day on or prior to time after the one-year anniversary of the Issue Date that does not fall between a Record Date and its related Payment Date (but, for the avoidance of doubt, only one Business Day, but not more than one Business Day), the Issuer may issue and deliver, in accordance with this Article 2, without the consent of any Holder or any holder of beneficial interests in the Original Securities, upon five Business Days’ written notice to the Trustee, Additional Conditional Securities under this Indenture in an unlimited aggregate principal amountamount of up to $10,000,000; provided, so long that, as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer ofBusiness Day, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior as conditions to the issuance of such Additional Conditional Securities:
, (1i) no Event of Default has occurred and is continuing, (ii) the Issuer shall certify to the initial purchaser(s) of such Additional Conditional Securities that the representations and warranties provided to such initial purchaser(s) (or its or their Affiliates) on the Issue Date shall remain true and correct, (iii) either (A) if the Issuer has repurchased on or after April 4, 2018 (or will repurchase concurrently with the issuance of such Additional Conditional Securities) Convertible Notes owned or beneficially owned by any Person other than an initial purchaser of the Original Securities (or any Affiliate thereof) at a price no greater than 85% of the principal amount of such Convertible Notes, the initial aggregate principal amount of such Additional Conditional Securities which may be authenticated is no greater than such price, or (B) at the end of the most recently completed fiscal quarter preceding such Business Day, the Issuer had, for the 12 months ended with the end of such most recently completed fiscal quarter, EBITDA of at least $18,500,000, and delivered under this Indenture,
(2iv) the issue price Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.03, an Officers’ Certificate of the Issuer certifying as to the satisfaction of the foregoing clause (i), clause (ii) and issuance date of clause (iii), describing in sufficient detail the basis for satisfying such clause (iii). Such Additional Conditional Securities shall have the same terms as the Original Securities, including except that the issue date, the initial Payment Date and the initial date from which interest on such Additional Securities shall accrue;
(3) if applicable, accrue may vary. If the Issuer determines that such Additional Conditional Securities shall be issuable in whole or in are issued as part in of a “qualified reopening” for U.S. federal income tax purposes, such Additional Conditional Securities will have the form of one or more Global same CUSIP number as the Original Securities and, in such case, and for U.S. federal income tax purposes will have the respective depositaries for such Global same issue date and issue price as the Original Securities, . If the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, Issuer determines that such Additional Conditional Securities that are not Transfer Restricted issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Conditional Securities shall not will be issued in required to have a CUSIP number that is different than the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any CUSIP number of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Original Securities. .
(d) The Securities, including any Additional Conditional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitationincluding directions provided to the Trustee pursuant to Section 6.05, waivers, amendments, redemptions and offers to purchase, and shall rank on a parity basis in right of payment and security.
Appears in 1 contract
Samples: Indenture (Vivus Inc)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 500,000,000 in initial aggregate principal amount of Securities. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.03 and Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Berry Global Group Inc)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 1,250,000,000 in initial aggregate principal amount of Securities. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.03 and Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Berry Global Group Inc)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities€480,000,000. All Original Securities shall be substantially identical except as to denomination. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.064.06(g), 3.08 or 4.08(c) or the AppendixAppendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuer or Holdings I 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;; and
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 A in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerIssuer or Holdings I, a copy of an appropriate record of such action shall be certified by the Secretary an Officer or any Assistant Secretary authorized signatory of the Issuer or Holdings I 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Amount of Securities. The Securities shall be known and designated as the "11 7/8% Senior Notes due 2010" of the Company. The aggregate principal amount of Securities which that may be authenticated and delivered and outstanding under this Indenture is not limited, except as provided in Section 4.03. All such Securities shall be substantially identical in all respects other than issue price and issuance date. All Securities issued under this Indenture will vote and consent together on all matters as one class, and none of the Securities shall have the right to vote or consent as a separate class from one another on any matter. Subject to Section 2.03, the Trustee shall authenticate Original Securities for original issue on the Issue Date is $800,000,000 in initial an aggregate principal amount of Securities. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture$225,000,000. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Original Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 2.09 or 4.08(c) 3.06 or the AppendixAppendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuer and (b) (i) and, subject to Section 2.03, set forth forth, or determined in the manner provided in an Officers’ Certificate ' Certificate, or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Securities:
(1) the aggregate principal amount of such Additional Securities which that may be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries depositories for such Global Securities, the form of any legend or legends which that shall be borne by any such Global Securities Security in addition to or in lieu of those that set forth in Exhibit 1 to 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 Security may be exchanged in whole or in part for Additional Securities registered, or and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary depository for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit subject to Appendix A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.A.
Appears in 1 contract
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities€300,000,000. The In addition, the Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 4.08(c) or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board US-DOCS\124080491.2 of Directors of the Issuer 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;; and
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 A in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Securities, including any Additional Securities, shall be treated as a single class series for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Notwithstanding the foregoing, any Additional Securities that are not fungible with the Original Securities for U.S. Federal income tax purposes shall have a separate “Common Code” number, ISIN or other identifying number from such Original Securities. Unless the context otherwise requires, for all purposes of this Indenture, references to the Securities include any Additional Securities actually issued.
Appears in 1 contract
Samples: Indenture (Constellium Se)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities271,573,000. All Securities shall be substantially identical except as to denomination. The Issuer Issuers may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.03 and Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 4.06(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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasepurchase and the holders of the Original Securities and the Additional Securities will vote as one class under this Indenture, provided that if any Additional Securities are not fungible with the Original Securities for United States Federal income tax purposes, such Additional Securities will have a separate CUSIP number.
Appears in 1 contract
Samples: Indenture (Verso Paper Corp.)
Amount of Securities. The aggregate principal amount of Initial Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities20,000,000. All Securities shall be substantially identical except as to denomination. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness Debt represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.063.08, 3.08 or 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;; and
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Definitive Securities and Global Securities and, in such case, the respective depositaries for such the Global Securities, the form of any legend or legends which shall be borne by such the Global Securities or Definitive Securities 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 the Global Security or Definitive Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such the Global Security or Definitive Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such the Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Initial Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (New Holding, Inc.)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities€420,000,000. All Original Securities shall be substantially identical except as to denomination. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.064.06(g), 3.08 or 4.08(c) or the AppendixAppendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuer or Holdings I 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;; and
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 A in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerIssuer or Holdings I, a copy of an appropriate record of such action shall be certified by the Secretary an Officer or any Assistant Secretary authorized person of the Issuer or Holdings I 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Senior Subordinated Notes Indenture (RenPac Holdings Inc.)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Closing Date is $800,000,000 in initial aggregate principal amount of Securities196,270,000. All Securities shall be substantially identical except as to denomination. The Issuer Company may from time to time after the Issue Closing Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Closing Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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 of the Issuer 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, directions provided to the Trustee pursuant to section 6.05, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (RBS Global Inc)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial 600,000,000, comprising $350,000,000 aggregate principal amount of SecuritiesOriginal Fixed Rate Notes and $250,000,000 aggregate principal amount of Original Floating Rate Notes. All Securities of the same series shall be substantially identical except as to denomination. The Issuer Issuers may from time to time after the Issue Date issue Additional Securities of a series under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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 of the Issuer 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities of a series are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The SecuritiesFixed Rate Notes, including any Additional SecuritiesFixed Rate Notes, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Floating Rate Notes, including any Additional Floating Rate Notes, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Verso Sartell LLC)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities325,000,000. The In addition, the Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Securities:: 40
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;; and
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 A in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer's Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Securities, including any Additional Securities, shall be treated as a single class series for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Notwithstanding the foregoing, any Additional Securities that are not fungible with the Original Securities for U.S. Federal income tax purposes shall have a separate CUSIP, ISIN or other identifying number from such Original Securities. Unless the context otherwise requires, for all purposes of this Indenture, references to the Securities include any Additional Securities actually issued.
Appears in 1 contract
Samples: Indenture (Constellium Se)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities265,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Company may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable TRDOCS01/76765.8 provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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 of the Issuer 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 3.08, 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Berry Plastics Corp)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities625,000,000. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 hereof and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 4.08(c3.08, 4.09(c) or Appendix A hereof (the “Appendix”)), there shall be (a) established in or pursuant to a resolution of the Board board of Directors directors (or similar governing body) of the Issuer and (b) (i) set forth or determined in the manner provided in an Officers’ Officer’s Certificate of the Issuer or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Securities:
(1) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;; and
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary Depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board board of Directors directors (or similar governing body) of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate of the Issuer or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if any Additional Securities are not fungible with the original notes for U.S. federal income tax purposes, such Additional Securities will have a separate CUSIP or ISIN number.
Appears in 1 contract
Samples: Indenture (PQ Group Holdings Inc.)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities330,000,000. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 3.08, 4.08(c) or Appendix A (the “Appendix”)), there shall be (a) established in or pursuant to a resolution of the Board board of Directors directors of the Issuer 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;; and
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary Depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board board of Directors directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Hillman Companies Inc)
Amount of Securities. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is $663,000,000. All Securities shall be identical in all respects other than issue prices and issuance dates. Subject to Section 2.03, the Trustee shall authenticate Initial Securities for original issue on the Issue Date is $800,000,000 in initial the aggregate principal amount of $363,000,000 (the "Original Securities. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture"). With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 4.08(c) or the Appendix)Securities, there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuer Directors, and (b) (i) subject to Section 2.03, set forth forth, or determined in the manner provided in an Officers’ Certificate ' Certificate, or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Securities:
(1) the title of such Additional Securities;
(2) the aggregate principal amount of such Additional Securities which that may be authenticated and delivered under this Indenture,;
(23) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; provided, however, that no Additional Securities may be issued unless such Additional Securities are fungible in all respects for federal income tax purposes with the Securities then outstanding;
(34) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries depositories for such Global Securities, the form of any legend or legends which that shall be borne by any such Global Securities Security in addition to or in lieu of those set forth in Exhibit 1 to 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 Security may be exchanged in whole or in part for Additional Securities registered, or and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary depository for such Global Security or a nominee thereof; and
(45) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit subject to Appendix A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. A. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseterms.
Appears in 1 contract
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities500,000,000. The In addition, the Issuer may from time to time after the Issue Date issue Additional Add-On Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Add-On Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Add-On Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Add-On Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Add-On Securities:
(1) the aggregate principal amount of such Additional Add-On Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Add-On Securities, including the date from which interest on such Additional Add-On Securities shall accrue;; and
(3) if applicable, that such Additional Add-On Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 A in which any such Global Security may be exchanged in whole or in part for Additional Add-On Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Add-On Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Add-On Securities. The Securities, including any Additional Add-On Securities, shall be treated as a single class series for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that any Add-On Securities that are not fungible with the Original Securities for U.S. Federal income tax purposes shall have a separate CUSIP, ISIN or other identifying number from such Original Securities. Unless the context otherwise requires, for all purposes of this Indenture, references to the Securities include any Add-On Securities actually issued.
Appears in 1 contract
Samples: Indenture (Constellium N.V.)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities265,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Company may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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 of the Issuer 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Amount of Securities. The aggregate principal amount of Initial Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities20,000,000. All Securities shall be substantially identical except as to denomination. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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 of the Issuer 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;; and
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Initial Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (New Holding, Inc.)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities500,000,000. The In addition, the Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of of, transfer of, or in 42 exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;; and
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 A in which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer's Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Securities, including any Additional Securities, shall be treated as a single class series for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Notwithstanding the foregoing, any Additional Securities that are not fungible with the Original Securities for U.S. Federal income tax purposes shall have a separate CUSIP, ISIN or other identifying number from such Original Securities. Unless the context otherwise requires, for all purposes of this Indenture, references to the Securities include any Additional Securities actually issued.
Appears in 1 contract
Samples: Indenture (Constellium Se)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities€400,000,000. The In addition, the Issuer may from time to time after the Issue Date issue Additional Add-On Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Add-On Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Add-On Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Add-On Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Add-On Securities:
(1) the aggregate principal amount of such Additional Add-On Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Add-On Securities, including the date from which interest on such Additional Add-On Securities shall accrue;; and
(3) if applicable, that such Additional Add-On Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 A in which any such Global Security may be exchanged in whole or in part for Additional Add-On Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Add-On Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Add-On Securities. The Securities, including any Additional Add-On Securities, shall be treated as a single class series for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that any Add-On Securities that are not fungible with the Original Securities for U.S. Federal income tax purposes shall have a separate CUSIP, ISIN or other identifying number from such Original Securities. Unless the context otherwise requires, for all purposes of this Indenture, references to the Securities include any Add-On Securities actually issued.
Appears in 1 contract
Samples: Indenture (Constellium N.V.)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Closing Date is $800,000,000 in initial aggregate principal amount of Securities150,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Company may from time to time after the Issue Closing Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Closing Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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 of the Issuer 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (OEI, Inc.)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 400,000,000 in initial aggregate principal amount of Securities. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Berry Global Group, Inc.)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities232,394,231. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 3.08, 4.14 or 4.08(c) or Appendix A (the “Appendix”)), there shall be (ai) established in or pursuant to a resolution of the Board board of Directors directors of the Issuer and (bii) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) the maturity date, interest rate and optional redemption provisions applicable to each series of Additional Securities, if different from the maturity date, interest rate and optional redemption provisions applicable to the Original Securities;
(4) the CUSIP or ISIN, if different than those assigned to the Original Securities; and
(5) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary Depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board board of Directors directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Issuer may designate the maturity date, interest rate and optional redemption provisions applicable to each series of Additional Securities, which may differ from the maturity date, interest rate and optional redemption provisions applicable to the Original Securities. Additional Securities that differ with respect to maturity date, interest rate, optional redemption provisions or otherwise from the Original Securities will constitute a different series of Securities from the Original Securities. Additional Securities that have the same maturity date, interest rate and optional redemption provisions as the Original Securities will be treated as the same series as the Original Securities unless otherwise designated by the Issuer. The Securities, including any Additional SecuritiesSecurities and any PIK Securities issued in connection with the payment of interest or as otherwise set forth herein, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided, however, a separate CUSIP or ISIN will be issued for Additional Securities, unless the Original Securities and Additional Securities are fungible for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Indenture (Party City Holdco Inc.)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities161,669,177. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 3.08, 4.08(c) or Appendix A (the "Appendix")), there shall be (a) established in or pursuant to a resolution of the Board board of Directors directors of the Issuer 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;; and
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary Depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board board of Directors directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer's Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Issuer may designate the maturity date, interest rate and optional redemption provisions applicable to each series of Additional Securities, which may differ from the maturity date, interest rate and optional redemption provisions applicable to the Original Securities. Additional Securities that differ with respect to maturity date, interest rate, optional redemption provisions or otherwise from the Original Securities will constitute a different series of Securities from the Original Securities. Additional Securities that have the same maturity date, interest rate and optional redemption provisions as the Original Securities will be treated as the same series as the Original Securities unless otherwise designated by the Issuer. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided, however, a separate CUSIP or ISIN will be issued for Additional Securities, unless the Securities and Additional Securities are treated as part of the same issue for U.S. federal income tax purposes pursuant to a qualified reopening.
Appears in 1 contract
Samples: Indenture (Party City Holdco Inc.)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities300,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Company may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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 of the Issuer 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Rexnord Corp)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities750,000,000. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 3.08, 4.08(c) or Appendix A (the “Appendix”)), there shall be (a) established in or pursuant to a resolution of the Board board of Directors directors of the Issuer 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may to be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;; and
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary Depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board board of Directors directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Issuer may designate the maturity date, interest rate and optional redemption provisions applicable to each series of Additional Securities, which may differ from the maturity date, interest rate and optional redemption provisions applicable to the Original Securities. Additional Securities that differ with respect to maturity date, interest rate, optional redemption provisions or otherwise from the Original Securities will constitute a different series of Securities from the Original Securities. Additional Securities that have the same maturity date, interest rate and optional redemption provisions as the Original Securities will be treated as the same series as the Original Securities unless otherwise designated by the Issuer. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided, however, a separate CUSIP or ISIN will be issued for Additional Securities, unless the Original Securities and Additional Securities are fungible for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Indenture (Party City Holdco Inc.)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 [ ] in initial aggregate principal amount of Securities. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 3.06 or 4.08(c) or the Appendix3.08), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuer 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Securities issued in registered, global form (“Global Securities Securities”) and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. . If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (BPRex Delta Inc.)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities300,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Company may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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 of the Issuer Company 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerCompany, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. For purposes of this Indenture, all references to “principal amount” of the Securities shall include any increase in the principal amount of the Securities as a result of a PIK Payment.
Appears in 1 contract
Samples: Indenture (MPM Silicones, LLC)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities325,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Issuers may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.03 and Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 4.06(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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Verso Paper Corp.)
Amount of Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 750,000,000 in initial aggregate principal amount of Securities. The Issuer may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Berry Global Group, Inc.)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities500,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Company may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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 of the Issuer Company 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerCompany, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (MPM Silicones, LLC)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date date hereof is $800,000,000 299,353,000. All Securities shall be substantially identical except as to denomination. In connection with the payment of PIK Interest in initial aggregate respect of the Securities, the Issuers are entitled, without the consent of the holders, to increase the outstanding principal amount of the Securities or issue additional Securities (the “PIK Securities”) under this Indenture on the same terms and conditions as the Securities (in each case, the “PIK Payment”). Unless the context otherwise requires, for all purposes under this Indenture and the Securities, references to the Securities include any PIK Securities actually issued and references to “principal amount” of the Securities include any increase in the principal amount of the outstanding Securities (including PIK Securities) as a result of the PIK Interest. The Issuer Issuers may from time to time after the Issue Date issue Additional Securities (other than PIK Securities) under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4A.03 or Section 4B.03, as applicable, and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 4A.06(e) or 4.08(c4B.06(e), as applicable, 4A.08(c) or 4B.08(c), as applicable, 4B.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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,;
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any PIK Securities and any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, provided, that if any Additional Securities are not fungible with the Original Securities for United States Federal income tax purposes, such Additional Securities will have a separate CUSIP number.
Appears in 1 contract
Samples: Indenture (Verso Paper Holdings LLC)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities485,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Company may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.12 4.03 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 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 of the Issuer 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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Appears in 1 contract
Samples: Indenture (Rexnord Corp)
Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $800,000,000 in initial aggregate principal amount of Securities650,000,000. All Securities shall be substantially identical except as to denomination. The Issuer Issuers may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.03 and Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08 or 4.06(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) (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 Securities:
(1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture,
(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue;
(3) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities 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 Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and
(4) if applicable, that such Additional Securities that are not Transfer Restricted Securities shall not be issued in the form of Original Transfer Restricted Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors of the IssuerDirectors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary 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 Securities. The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasepurchase and the holders of the Original Securities and the Additional Securities will vote as one class under this Indenture, provided, that if any Additional Securities are not fungible with the Original Securities for United States Federal income tax purposes, such Additional Securities will have a separate CUSIP number.
Appears in 1 contract
Samples: Indenture (Verso Paper Holdings LLC)