Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any series, (1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture); (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest; (4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable; (5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Interest Payment Date; (6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable; (7) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced; (8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation; (9) if other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the series shall be issuable; (10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined; (11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2; (12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); (13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced; (14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered; (15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series; (16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series; (17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and (18) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 19 contracts
Samples: Indenture (Independent Bank Corp), Indenture (Valley National Bancorp), Indenture (Valley National Bancorp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3303, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) if the Securities of the series will not have the benefit of the Subsidiary Guarantees of the Subsidiary Guarantors;
(3) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4304, 3.5305, 3.6306, 9.6, 906 or 11.7 1107 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(34) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(45) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
(56) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(67) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on any Securities of the series shall be payable;
(7) 8) the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) 9) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(910) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(1011) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(1112) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101;
(13) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(14) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2502;
(1215) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1316) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in the case of whole or any specified part, shall be defeasible pursuant to Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) 1502 or Section 1503 or both such Sections and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease such Securities shall be evidenced;
(1417) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries respective Depositories for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 205 and any circumstances other than in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 305 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registeredthereof;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1718) any addition to, deletion from, to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.2502;
(19) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series;
(20) whether the Securities of the series will be convertible into Common Stock (or cash in lieu thereof) and, if so, the terms and conditions upon which such conversion will be effected; and
(1821) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 901(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. The Securities of each series shall have the benefit of the Subsidiary Guarantees unless the Company elects otherwise upon the establishment of a series pursuant to this Section 301.
Appears in 15 contracts
Samples: Senior Indenture (Chord Energy Corp), Senior Indenture (Rearden Minerals, LLC), Senior Indenture (Kanawha River Terminals, LLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.3, 3.4, 3.5, 3.6, 9.6, 9.6 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (of and premium, if any) of the , on any Securities of the series is payablepayable or the method of determination and/or extension of such date or dates; and the amount or amounts of such payments of principal and premium, if any, or the method of determination thereof;
(5) the rate or rates (which may be fixed or variable), at which the any Securities of the series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payablepayable and, and if other that as set forth in Section 1.1, the Regular Record Date for any such interest payable on any Interest Payment DateDate (or the method for determining the dates and rates);
(6) whether any of such Securities will be subject to certain optional interest rate reset provisions;
(7) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on on, or any Additional Amounts with respect to, the Securities of the series shall be payable, where the Securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other means;
(78) (a) the period or periods within which, the price or prices at which, the currency or currencies (including currency units) and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, (b) if other than as provided in Section 11.3, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption and (c) if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) 9) the Senior Indebtedness to which the Securities of such series are subordinated, and the terms of such subordination;
(10) the obligation, if any, of the Company to redeem, purchase, purchase or repay any Securities of the series pursuant to any mandatory redemption, sinking fund, amortization or analogous provision provisions or upon the happening of a specified event or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligationobligation and any provisions for the remarketing of such Securities;
(911) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(1012) if other than the Trustee, the identity of the Securities Registrar and/or the Paying Agent;
(13) if the amount of payments of principal of or any premium or interest on or other payments, if any, on any Securities of the series may be determined with reference to an index index, formula or formulaother method (which index, formula or method may be based, without limitation, on the price of one or more commodities, derivatives or securities; one or more securities, derivatives or commodities exchange indices or other indices; a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable; or any other variable or the relationship between any variables or combination of variables), the manner in index, formula or other method by which such amounts shall be determined;
(1114) if other than the principal amount currency of the United States of America, the currency, currencies or currency units (including composite currencies) in which the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;
(15) if the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(16) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2;
(1217) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1318) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such Sections, or any other defeasance provisions applicable to any Securities of the case of Section 13.3series, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease such Securities shall be evidenced;
(1419) whether the terms, if any, upon which Securities of the series may be convertible into or exchanged for other Securities, Common Shares, Preferred Shares, other debt securities, warrants to purchase any of the foregoing, or other securities of any kind of the Company or any other obligor or any other property, and the terms and conditions upon which the conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period, and any other additional provisions;
(20) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), and any circumstances other than those in lieu of that set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered2.4;
(1521) any Authenticating Agentsdeletions, Paying Agents, modifications of or any other agents with respect additions to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series definitions set forth in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all seriesSection 1.1, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies apply to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.2; and;
(1822) any addition to, deletion of or change in the covenants set forth in Article 10 which applies to Securities of the series;
(23) any Authenticating Agents, Paying Agents, Security Registrars or such other terms agents necessary in connection with the issuance of the Securities of such series, or including, without limitation, exchange rate agents and calculation agents;
(24) if applicable, the terms of any specified tenor thereofMortgage that will be provided for a series of Securities, including any provisions regarding the circumstances under which collateral may be released or substituted;
(25) if applicable, the terms of any guaranties for the Securities, including the terms of any subordination of such guaranties, and any circumstances under which there may be additional obligors on the Securities;
(26) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(27) whether Securities of the series shall be issuable in registered form or bearer form (registrable or not registrable as to principal, and with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of bearer securities and the terms upon which bearer Securities of a series may be exchanged for registered Securities of the same series and vice versa;
(28) the forms of the Securities of the series;
(29) any terms which may be related to warrants, options or other rights to purchase and sell securities issued by the Company in connection with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may be used toward the exercise price of any such warrants, options or other rights;
(30) if the Securities of the series will be governed by, and the extent to which such Securities will be governed by, any law other than the laws of the state of New York;
(31) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)). All Securities of any one series shall need not be substantially identical except as to denomination and except but may vary as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the All Securities of any series, one series need not be issued at the option same time and, unless otherwise provided, a series may be reopened, without the consent of the CompanyHolders, interest on the for issuances of additional Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 12 contracts
Samples: Indenture (Enterprise Financial Services Corp), Indenture (BofI Holding, Inc.), Indenture (Authentidate Holding Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.3, 3.4, 3.5, 3.6, 9.6, 9.6 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (of and premium, if any) of the , on any Securities of the series is payablepayable or the method of determination and/or extension of such date or dates; and the amount or amounts of such payments of principal and premium, if any, or the method of determination thereof;
(5) the rate or rates (which may be fixed or variable), at which the any Securities of the series shall bear interest, if any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payablepayable and, and if other that as set forth in Section 1.1, the Regular Record Date for any such interest payable on any Interest Payment DateDate (or the method for determining the dates and rates);
(6) whether any of such Securities will be subject to certain optional interest rate reset provisions;
(7) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on on, or any Additional Amounts with respect to, the Securities of the series shall be payable, where the Securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other means;
(78) (a) the period or periods within which, the price or prices at which, the currency or currencies (including currency units) and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, (b) if other than as provided in Section 11.3, the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption and (c) if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) 9) the obligation, if any, of the Company to redeem, purchase, purchase or repay any Securities of the series pursuant to any mandatory redemption, sinking fund, amortization or analogous provision provisions or upon the happening of a specified event or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligationobligation and any provisions for the remarketing of such Securities;
(910) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(1011) if other than the Trustee, the identity of the Securities Registrar and/or the Paying Agent;
(12) if the amount of payments of principal of or any premium or interest on or other payments, if any, on any Securities of the series may be determined with reference to an index index, formula or formulaother method (which index, formula or method may be based, without limitation, on the price of one or more commodities, derivatives or securities; one or more securities, derivatives or commodities exchange indices or other indices; a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated to be payable; or any other variable or the relationship between any variables or combination of variables), the manner in index, formula or other method by which such amounts shall be determined;
(1113) if other than the principal amount currency of the United States of America, the currency, currencies or currency units (including composite currencies) in which the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;
(14) if the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(15) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2;
(1216) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1317) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such Sections, or any other defeasance provisions applicable to any Securities of the case of Section 13.3series, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease such Securities shall be evidenced;
(1418) whether the terms, if any, upon which Securities of the series may be convertible into or exchanged for other Securities, Common Shares, Preferred Shares, other debt securities, warrants to purchase any of the foregoing, or other securities of any kind of the Company or any other obligor or any other property, and the terms and conditions upon which the conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period, and any other additional provisions;
(19) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), and any circumstances other than those in lieu of that set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered2.4;
(1520) any Authenticating Agentsdeletions, Paying Agents, modifications of or any other agents with respect additions to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series definitions set forth in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all seriesSection 1.1, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies apply to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.2; and;
(1821) any addition to, deletion of or change in the covenants set forth in Article 10 which applies to Securities of the series;
(22) any Authenticating Agents, Paying Agents, Security Registrars or such other terms agents necessary in connection with the issuance of the Securities of such series, or including, without limitation, exchange rate agents and calculation agents;
(23) if applicable, the terms of any specified tenor thereofMortgage that will be provided for a series of Securities, including any provisions regarding the circumstances under which collateral may be released or substituted;
(24) if applicable, the terms of any guaranties for the Securities, including the terms of any subordination of such guaranties, and any circumstances under which there may be additional obligors on the Securities;
(25) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(26) whether Securities of the series shall be issuable in registered form or bearer form (registrable or not registrable as to principal, and with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of bearer securities and the terms upon which bearer Securities of a series may be exchanged for registered Securities of the same series and vice versa;
(27) the forms of the Securities of the series;
(28) any terms which may be related to warrants, options or other rights to purchase and sell securities issued by the Company in connection with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may be used toward the exercise price of any such warrants, options or other rights;
(29) if the Securities of the series will be governed by, and the extent to which such Securities will be governed by, any law other than the laws of the state of New York;
(30) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)). All Securities of any one series shall need not be substantially identical except as to denomination and except but may vary as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the All Securities of any series, one series need not be issued at the option same time and, unless otherwise provided, a series may be reopened, without the consent of the CompanyHolders, interest on the for issuances of additional Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 12 contracts
Samples: Indenture (BofI Holding, Inc.), Indenture (Enterprise Financial Services Corp), Indenture (National Penn Bancshares Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3303, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) if the Securities of the series will not have the benefit of the Subsidiary Guarantees of the Subsidiary Guarantors;
(3) any change to the subordination provisions which applies to the Securities of the series from those contained in Article Twelve with respect to the Securities and/or, if applicable, those contained in Article Fourteen with respect to the Subsidiary Guarantees, and the definitions of Senior Debt and Designated Senior Debt which shall apply to the Securities of the series, and, if applicable, the Subsidiary Guarantees;
(4) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4304, 3.5305, 3.6306, 9.6, 906 or 11.7 1107 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(35) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(46) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
(57) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6) 8) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on any Securities of the series shall be payable;
(79) the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) 10) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(911) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(1012) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(1113) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101;
(14) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(15) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2502;
(1216) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1317) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in the case of whole or any specified part, shall be defeasible pursuant to Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) 1502 or Section 1503 or both such Sections and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease such Securities shall be evidenced;
(1418) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries respective Depositories for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 205 and any circumstances other than in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 305 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registeredthereof;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1719) any addition to, deletion from, to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.2502;
(20) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series;
(21) whether the Securities of the series will be convertible into Common Stock (or cash in lieu thereof) and, if so, the terms and conditions upon which such conversion will be effected; and
(1822) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 901(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. The Securities of each series shall have the benefit of the Subsidiary Guarantees unless the Company elects otherwise upon the establishment of a series pursuant to this Section 301.
Appears in 12 contracts
Samples: Subordinated Indenture (Kanawha River Terminals, LLC), Subordinated Indenture (SunCoke Energy, Inc.), Subordinated Indenture (Hk Energy Operating, LLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more seriesseries as Registered Securities and shall be designated as Senior Securities or Subordinated Securities. Senior Securities are unsubordinated, shall rank equally and pari passu with all of the Company’s other Senior Indebtedness and senior to all of the Company’s Subordinated Indebtedness. Subordinated Securities shall rank junior to the Company’s Senior Indebtedness and equally and pari passu with all of the Company’s other Subordinated Indebtedness. There shall be established in one or more Board Resolutions or pursuant to a authority granted by one or more Board Resolution Resolutions and, subject to Section 3.33.03, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (15) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series when issued from time to time):
(1) the title of the Securities of the series including CUSIP numbers (which shall distinguish the Securities of the such series from Securities all other series of any other seriesSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.69.06, 11.07 or 11.7 13.05, and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest date or dates, or the method by which such date or dates will be determined or extended, on a Security which the principal of the Securities of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrueaccrue or the method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall will be payable, payable and the Regular Record Date Date, if any, for any the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date shall be determined, the basis upon which such interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(65) the place or places places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and any premium premium, if any) and interest interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;
(76) the period or periods within which, or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, if other than by a Board Resolution, the manner in which any election by the Company is to redeem have the Securities shall be evidencedoption;
(8) 7) the obligation, if any, of the Company to redeem, purchase, repay or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision or at the option of a Holder of the Securitythereof, and the period or periods within which or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and the other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) 8) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable;
(9) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;
(10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02, upon redemption of the Securities of the series which are redeemable before their Stated Maturity, upon surrender for repayment at the option of the Holder, or which the Trustee shall be entitled to claim pursuant to Section 5.04 or the method by which such portion shall be determined;
(11) if other than Dollars, the Currency or Currencies in which payment of the principal of (or premium, if any) or interest, if any, on the Securities of the series shall be made or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;
(12) whether the amount of payments of principal of (or any premium premium, if any) or interest interest, if any, on any the Securities of the series may be determined with reference to an index index, formula or formulaother method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;
(1113) whether the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in one or more Currencies other than that in which such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency or Currencies in which such Securities are denominated or stated to be payable and the Currency or Currencies in which such Securities are to be paid, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;
(14) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;
(15) any deletions from, modifications of or additions to the Events of Default or covenants (including any deletions from, modifications of or additions to any of the provisions of Section 10.06) of the Company with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(16) whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series in certificated form and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 3.05, and the circumstances under which and the place or places where such exchanges may be made and if Securities of the series are to be issuable as a global Security, the identity of the depository for such series;
(17) the date as of which any temporary global Security representing Outstanding Securities of the series shall be dated if other than the principal amount date of original issuance of the first Security of the series to be issued;
(18) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid; and the extent to which, or the manner in which, any interest payable on a permanent global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.07;
(19) the applicability, if any, of Sections 14.02 and/or 14.03 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article XIV;
(20) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions;
(21) whether, under what circumstances and the Currency in which, the Company will pay Additional Amounts as contemplated by Section 10.04 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(22) the designation of the initial Exchange Rate Agent, if any;
(23) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;
(24) if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;
(25) if the Securities of the series are to be secured, the terms and conditions upon which such Securities will be so secured;
(26) the appointment of any calculation agent, foreign currency exchange agent or other additional agents;
(27) if the Securities of the series are to be listed on a securities exchange, the name of such exchange may be indicated;
(28) the guarantees, if any, of the Securities of the series, and the portion extent of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant guarantees (including provisions relating to Section 5.2;
(12) if seniority, subordination and the principal amount payable at the Stated Maturity of any Securities release of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determinedguarantors);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events additions or changes to permit or facilitate guarantees of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidencedSecurities;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(1529) any Authenticating Agents, Paying Agents, restrictions on the sale or any other agents with respect to transfer of the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(1830) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, this Indenture or the requirements of any specified tenor thereofthe Trust Indenture Act). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.33.03) and set forth, or determined in the manner provided, forth in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the All Securities of any series, one series need not be issued at the option same time and, unless otherwise provided, a series may be reopened, without the consent of the CompanyHolders, interest on the for issuances of additional Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerseries. If any of the terms of the Securities of any series are established by action taken pursuant to a one or more Board ResolutionResolutions, a copy of an appropriate record of such action action(s) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the Securities of such series.
Appears in 10 contracts
Samples: Indenture (North Haven Private Income Fund LLC), Indenture (Apollo Debt Solutions BDC), Indenture (HPS Corporate Lending Fund)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.33.03, to the extent established pursuant to rather than set forth in a Board Resolution, in an Officer’s Certificate or Company Order setting forth, or determined in determining the manner providedof, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenturesuch establishment, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1a) the form and title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.6, 9.06 or 11.7 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3c) the issue price or prices of originally issued Securities, expressed as a percentage of the principal amount, and the original issue date;
(d) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4e) the date or dates on which the Securities will be issued and on which principal (of, and premium, if any) of the , on, any Securities of the series is payablepayable or the method of determination thereof;
(5f) the rate or rates (which may be fixed or variable, or combination thereof) at which the any Securities of the series shall bear interest, if any, or the method of determination thereof, the date or dates from which any such interest shall accrue, or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6g) the place or places in addition where, subject to the Borough provisions of ManhattanSection 10.02, The City of New York, where the principal of and any premium and interest on any Securities of the series shall be payable, Securities of the series may be surrendered for registration or transfer, Securities of the series may be surrendered for exchange, and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;
(7h) the period or periods periods, if any, within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) i) the obligation, if any, and the option, if any, of the Company to redeem, purchase, purchase or repay any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or upon the happening of a specified event or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligationobligation or option;
(9j) if other than denominations of $1,000 and any integral multiples of such denomination, multiple thereof the denomination or denominations in which any Securities of the series shall be issuable;
(10k) if the debt Securities will be issued in registered or bearer form or both and, if in bearer form, the related terms and conditions and any limitations on issuance of such bearer debt Securities (including exchange for registered debt Securities of the same series);
(l) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index including an index based on a currency or currencies other than in which the Securities of that series are payable or pursuant to a formula, the manner in which such amounts shall be determined;
(11m) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the seriesseries shall be denominated, payable, redeemable or purchasable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
(n) if the principal of or any premium or interest on any Securities of the series is to be payable, redeemable or purchasable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, redeemable, or purchasable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, redeemable or purchasable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable, redeemable or purchasable (or the manner in which such amount shall be determined);
(o) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.25.02 or provable in bankruptcy pursuant to Section 5.04 or the method of determination thereof;
(12p) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13q) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in the case of whole or any specified part, shall be defeasible pursuant to Section 13.313.02 or Section 13.03 or both such Sections or if other than as provided in Sections 13.02 or 13.03, the covenants terms and any Events conditions upon which and the manner in which such series of Default not specified therein that are subject thereto) Securities may be defeased or discharged, and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease or discharge such Securities shall be evidenced;
(14r) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company)in lieu of that set forth in Section 2.04, information with respect to book-entry procedures, and any circumstances other than in addition to or in lieu of those set forth in Section 3.5 3.05 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registeredthereof;
(15s) any Authenticating Agentsif the debt Security is issued as an original issue discount debt Security, Paying Agentsand if so, or any other agents with respect the yield to the Securities of the seriesmaturity;
(16t) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.25.02;
(u) any addition to or change in the covenants set forth in Article X which applies to Securities of the series or in any defined term used in either Article X;
(v) the right, if any, of the Company to defer payments of interest by extending the interest payment periods and specify the duration of such extension, the Interest Payment Dates on which such interest shall be payable and whether and under what circumstances additional interest on amounts deferred shall be payable;
(w) if other than the Trustee, the identity of any other trustee, the Security Registrar and any Paying Agent; and
(18x) any other terms of the Securities of such seriesthe series (which terms shall not be inconsistent with the provisions of this Indenture, or of any specified tenor thereofexcept as permitted by Section 9.01(e)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.33.03) set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any such indenture supplemental hereto. Accordingly, the terms of any Security of a series may differ from the terms of other Securities of the same series, if and to the Indentureextent provided pursuant to this Section 3.01. Unless The matters referenced in any or all of Clauses (a) through (x) above may be established and set forth or determined as aforesaid with respect to all or any specific Securities of a series (in each case to the extent permitted by the Trust Indenture Act). Any such Board Resolution or Officer’s Certificate referred to above with respect to Securities of any series filed with the Trustee on or before the initial issuance of the Securities of such series shall be incorporated herein by reference with respect to Securities of such series and shall thereafter be deemed to be a part of the Indenture for all purposes relating to Securities of such series as fully as if such Board Resolution or Officer’s Certificate were set forth herein in full. All Securities of any one series need not be issued at the same time and, unless otherwise provided provided, a series may be reopened, without the consent of the Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of such series or for the establishment of additional terms with respect to the Securities of any such series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the series.
Appears in 9 contracts
Samples: Indenture (Pioneer Energy Services Corp), Indenture (Helix Energy Solutions Group Inc), Indenture (Pioneer Energy Services Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.33.03, to the extent established pursuant to rather than set forth in a Board Resolution, in an Officer’s Certificate or Company Order setting forth, or determined in determining the manner providedof, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenturesuch establishment, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1a) the form and title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.6, 9.06 or 11.7 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3c) the issue price or prices of originally issued Securities, expressed as a percentage of the principal amount, and the original issue date;
(d) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4e) the date or dates on which the Securities will be issued and on which principal (of, and premium, if any) of the , on, any Securities of the series is payablepayable or the method of determination thereof;
(5f) the rate or rates (which may be fixed or variable, or combination thereof) at which the any Securities of the series shall bear interest, if any, or the method of determination thereof, the date or dates from which any such interest shall accrue, or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6g) the place or places in addition where, subject to the Borough provisions of ManhattanSection 10.02, The City of New York, where the principal of and any premium and interest on any Securities of the series shall be payable, Securities of the series may be surrendered for registration or transfer, Securities of the series may be surrendered for exchange, and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;
(7h) the period or periods periods, if any, within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) i) the obligation, if any, and the option, if any, of the Company to redeem, purchase, purchase or repay any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or upon the happening of a specified event or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligationobligation or option;
(9j) if other than denominations of $1,000 and any integral multiples of such denomination, multiple thereof the denomination or denominations in which any Securities of the series shall be issuable;
(10k) if the debt Securities will be issued in registered or bearer form or both and, if in bearer form, the related terms and conditions and any limitations on issuance of such bearer debt Securities (including exchange for registered debt Securities of the same series);
(l) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index including an index based on a currency or currencies other than in which the Securities of that series are payable or pursuant to a formula, the manner in which such amounts shall be determined;
(11m) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the seriesseries shall be denominated, payable, redeemable or purchasable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
(n) if the principal of or any premium or interest on any Securities of the series is to be payable, redeemable or purchasable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, redeemable, or purchasable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, redeemable or purchasable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable, redeemable or purchasable (or the manner in which such amount shall be determined);
(o) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.25.02 or provable in bankruptcy pursuant to Section 5.04 or the method of determination thereof;
(12p) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13q) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in the case of whole or any specified part, shall be defeasible pursuant to Section 13.313.02 or Section 13.03 or both such Sections or if other than as provided in Sections 13.02 or 13.03, the covenants terms and any Events conditions upon which and the manner in which such series of Default not specified therein that are subject thereto) Securities may be defeased or discharged, and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease or discharge such Securities shall be evidenced;
(14r) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company)in lieu of that set forth in Section 2.04, information with respect to book-entry procedures, and any circumstances other than in addition to or in lieu of those set forth in Section 3.5 3.05 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registeredthereof;
(15s) any Authenticating Agentsif the debt Security is issued as an original issue discount debt Security, Paying Agentsand if so, or any other agents with respect the yield to the Securities of the seriesmaturity;
(16t) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.25.02;
(u) any addition to or change in the covenants set forth in Article X or XIV which applies to Securities of the series or in any defined term used in either Article X or XIV;
(v) the right, if any, of the Company to defer payments of interest by extending the interest payment periods and specify the duration of such extension, the Interest Payment Dates on which such interest shall be payable and whether and under what circumstances additional interest on amounts deferred shall be payable;
(w) if other than the Trustee, the identity of any other trustee, the Security Registrar and any Paying Agent; and
(18x) any other terms of the Securities of such seriesthe series (which terms shall not be inconsistent with the provisions of this Indenture, or of any specified tenor thereofexcept as permitted by Section 9.01(e)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.33.03) set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any such indenture supplemental hereto. Accordingly, the terms of any Security of a series may differ from the terms of other Securities of the same series, if and to the Indentureextent provided pursuant to this Section 3.01. Unless The matters referenced in any or all of Clauses (a) through (x) above may be established and set forth or determined as aforesaid with respect to all or any specific Securities of a series (in each case to the extent permitted by the Trust Indenture Act). Any such Board Resolution or Officer’s Certificate referred to above with respect to Securities of any series filed with the Trustee on or before the initial issuance of the Securities of such series shall be incorporated herein by reference with respect to Securities of such series and shall thereafter be deemed to be a part of the Indenture for all purposes relating to Securities of such series as fully as if such Board Resolution or Officer’s Certificate were set forth herein in full. All Securities of any one series need not be issued at the same time and, unless otherwise provided provided, a series may be reopened, without the consent of the Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of such series or for the establishment of additional terms with respect to the Securities of any such series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the series.
Appears in 9 contracts
Samples: Subordinated Indenture (Pioneer Energy Services Corp), Subordinated Indenture (Helix Energy Solutions Group Inc), Subordinated Indenture (Pioneer Energy Services Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.33.03, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.6, 9.6, 3.06 or 11.7 9.06 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andand the applicability, if other than by a Board Resolution, the manner in which any election by the Company nonapplicability or variation of Article XI with respect to redeem the Securities shall be evidencedof such series;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of or any premium or interest on any Securities of the series will not is to be determinable as payable, at the election of any the Company or a Holder thereof, in one or more dates prior currencies or currency units other than that or those in which the Securities are stated to the Stated Maturitybe payable, the amount currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be deemed payable, and the periods within which and the terms and conditions upon which such election is to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined)made;
(13) the applicationif and as applicable, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 3.05 in which any such Global Security may be transferred to, and registered and exchanged for, for Securities registered in the name of, a Person other than the Depositary for such Global Security or its a nominee thereof and in which any such transfer may be registered;
(1514) any Authenticating Agents, Paying Agents, addition to or any other agents with respect change in the Events of Default set forth in Section 5.01 which applies to the Securities of the series;
(1615) any if other covenant or warranty included for than the benefit principal amount thereof, the portion of the principal amount of Securities of the series in which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;
(16) any addition to (and not inconsistent with) those included or change in this Indenture for the benefit of covenants set forth in Article X which applies to Securities of all the series;
(17) the applicability, nonapplicability, or any other covenant or warranty included for variation of Article XII with respect to the benefit Securities of such Series;
(18) if applicable, that the Securities of the series shall be subject to either or both of Defeasance or Covenant Defeasance as provided in lieu of any covenant or warranty included in this Indenture for the benefit Article XIII; provided that no series of Securities of all series (including any covenant contained that is convertible into Common Stock as provided in Article X), XIV or convertible into or exchangeable for any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article Xother securities pursuant to Section 3.01(21) shall not be for subject to Defeasance pursuant to Section 13.02;
(19) the benefit terms and conditions, if any, pursuant to which the Securities are convertible into Common Stock of Securities of such seriesthe Company pursuant to Article XIV, or and any change variation thereof;
(20) any addition to or combination of change in the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies XV with respect to the Securities of such series;
(1721) any addition tothe terms and conditions, deletion fromif any, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2which the Securities are convertible into or exchangeable for any other securities; and
(1822) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (and, subject to Section 3.3) 3.03, set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the series. The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities:
(A) may have a different issue date from such series of Outstanding Securities;
(B) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(C) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 7 contracts
Samples: Indenture (FMC Corp), Indenture (FMC Corp), Indenture (FMC Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolution, subject to Section 3.3, and set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1a) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities and which may be part of any other seriesa series of Securities previously issued);
(2b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, Section 3.5, Section 3.6, 9.6, Section 9.6 or Section 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3c) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4d) the date or dates on which the principal (and premium, if any) of the Securities of the series is payablepayable or the method of determination thereof;
(5e) the rate or rates at which the Securities of the series shall bear interest, if any, or the formula, method or provision pursuant to which such rate or rates are determined, the date or dates from which such interest shall accrueaccrue or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the interest payable on any Interest Payment Date;
(6f) the place or places in addition where, subject to the Borough provisions of ManhattanSection 10.2, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable, Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices, and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;
(7g) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) h) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9i) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10j) whether payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for taxes, assessments or governmental charges paid by Holders of the series;
(k) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(l) if the amount of payments of principal of or and any premium or interest on any the Securities of the series may be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(11m) if other than the principal amount of the Securities of the seriesand as applicable, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, for Securities registered in the name of, a Person other than the Depositary for such Global Security or its a nominee thereof and in which any such transfer may be registered;
(15n) any Authenticating Agentsdeletions from, Paying Agents, modifications of or any other agents additions to the Events of Default set forth in Section 5.1 or the covenants of the Company set forth in Article Ten with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17o) any addition to, deletion from, or change in whether and under what circumstances the Events of Default which applies to any Company will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem the Securities of the series rather than pay such additional amounts;
(p) if the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(q) if the Securities of the series are to be convertible into or exchangeable for any other security or property of the Company, including, without limitation, securities of another Person held by the Company or its Affiliates and, if so, the terms thereof;
(r) if other than as provided in Section 13.2 and Section 13.3, the means of Legal Defeasance or Covenant Defeasance as may be specified for the Securities of the series;
(s) if other than the Trustee, the identity of the initial Security Registrar and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2initial Paying Agent; and
(18t) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any such indenture supplemental to hereto. All Securities of any one series need not be issued at the Indenture. Unless same time and, unless otherwise provided provided, a series may be reopened, without the consent of the Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of such series or for the establishment of additional terms with respect to the Securities of any such series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary an authorized officer or an Assistant Secretary other authorized person on behalf of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth forth, or providing the manner for determining, the terms of the series. With respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officer’s Certificate may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Company or one or more agents thereof designated in an Officer’s Certificate, in accordance with a Company Order.
Appears in 6 contracts
Samples: Indenture (Alto Ingredients, Inc.), Indenture (Pacific Ethanol, Inc.), Indenture (Globalstar, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more tranches of one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) 3.1.1 the title of the Securities Securities, including CUSIP Numbers, of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) 3.1.2 any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, 9.6 or 11.7 11.5 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) 3.1.3 the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) 3.1.4 the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) 3.1.5 the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) 3.1.6 the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payablepayable and the manner in which any payment may be made;
(7) 3.1.7 the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) 3.1.8 the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) 3.1.9 the rights, if any, of the Holders of the series to demand exchange of their Securities for Securities subject to a registration statement under the Securities Act declared effective by the Commission;
3.1.10 if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10) 3.1.11 if other than the currency of the United States, the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States for purposes of the definition of “Outstanding” in Section 1.1;
3.1.12 if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(11) 3.1.13 if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
3.1.14 if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity 3.1.15 any collateral or other security pledged against payment of any Securities of the series will not be determinable as of any one principal, interest or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the applicationpremium, if any, of either on the Securities;
3.1.16 the applicability, non-applicability, or both variation, of Section 13.2 and Section 13.3 10.7 with respect to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidencedseries;
(14) whether 3.1.17 if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 3.4 in which any such Global Security may be transferred to, and registered and exchanged for, for Securities registered in the name of, a Person other than the Depositary for such Global Security or its a nominee thereof and in which any such transfer may be registered;
(15) any Authenticating Agents3.1.18 the terms and conditions, Paying Agentsif any, pursuant to which the Securities are convertible into or exchangeable for any other agents with respect securities;
3.1.19 any addition to or change in the covenants set forth in Article Ten which applies to the Securities of the series;
(16) any other covenant or warranty included for 3.1.20 the benefit applicability of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies 13 with respect to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) 3.1.21 any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.1.5). All Securities of any one series shall be substantially identical except as to denomination issue price and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities first payment of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerinterest. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company such board and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. Notwithstanding Clause 3.1.2 herein and unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 6 contracts
Samples: Indenture (Vale S.A.), Indenture (Companhia Vale Do Rio Doce), Indenture (Vale S.A.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of the Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or established in one or more indentures supplemental to this Indenture, prior Prior to the issuance of Securities of any a series,, the Company and the Trustee will execute a Supplemental Indenture that will set forth as to the Securities of that series, to the extent applicable:
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series)Securities;
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture)issued;
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal Securities will mature and the amounts to be paid upon maturity of the Securities;
(and premium4) the rate or rates (which may be fixed or variable) at which the Securities will bear interest, if any) of , or contingent interest, if any, the Securities of dates from which interest will accrue, the series is payabledates on which interest will be payable and the record date for the interest payable on any interest payment date;
(5) the rate currency or rates at currencies in which the Securities of the series shall bear principal, premium, if any, and interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall will be payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to where principal of, premium, if any, and interest, if any, on the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall will be payable;
(7) any provisions regarding the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities right of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem or repurchase Securities or of holders to require the Securities shall be evidencedCompany to redeem or repurchase Securities;
(8) whether the obligationSecurities are senior or subordinated debt securities, and if subordinated debt securities, the terms of such subordination;
(9) the right, if any, of the Company to redeem, purchase, or repay Securities holders of the series pursuant Securities to any mandatory redemption, sinking fund, convert them into common stock or analogous provision or at the option of a Holder other securities of the SecurityCompany, including any contingent conversion provisions and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities any provisions intended to prevent dilution of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the series shall be issuablethose conversion rights;
(10) if any provisions by which the amount of Company will be required or permitted to make payments of principal of to a sinking fund which will be used to redeem Securities or any premium or interest on any Securities of the series may a purchase fund which will be determined with reference used to an index or formula, the manner in which such amounts shall be determinedpurchase Securities;
(11) any index or formula used to determine the required payments of principal, premium, if other than any, or interest, if any;
(12) the percentage of the principal amount of the Securities that is payable if maturity of the series, the portion Securities is accelerated because of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined)a default;
(13) the application, if any, any special or modified events of either default or both of Section 13.2 and Section 13.3 covenants with respect to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidencedSecurities;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities of such seriesSecurities, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest which may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of different from the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting set forth the terms of the seriesin this Indenture.
Appears in 6 contracts
Samples: Indenture (Exela Technologies, Inc.), Indenture (Exela Technologies, Inc.), Indenture (Exela Technologies, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3303, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) whether or not the Securities of the series will have the benefit of the Subsidiary Guarantees of the Subsidiary Guarantors or be co-issued by one or more co-issuers;
(3) any change to the subordination provisions which applies to the Securities of the series from those contained in Article Twelve with respect to the Securities and/or, if applicable, those contained in Article Fourteen with respect to the Subsidiary Guarantees, and the definitions of Senior Debt and Designated Senior Debt which shall apply to the Securities of the series, and, if applicable, the Subsidiary Guarantees;
(4) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4304, 3.5305, 3.6306, 9.6, 906 or 11.7 1107 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(35) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(46) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
(57) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6) 8) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on any Securities of the series shall be payable;
(79) the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) 10) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(911) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(1012) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(1113) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101;
(14) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(15) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2502;
(1216) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1317) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in the case of whole or any specified part, shall be defeasible pursuant to Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) 1502 or Section 1503 or both such Sections and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease such Securities shall be evidenced;
(1418) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries respective Depositories for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 205 and any circumstances other than in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 305 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registeredthereof;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1719) any addition to, deletion from, to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.2502;
(20) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series;
(21) whether the Securities of the series will be convertible into Common Stock (or cash in lieu thereof) and, if so, the terms and conditions upon which such conversion will be effected; and
(1822) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 901(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. The Securities of each series shall have the benefit of the Subsidiary Guarantees unless the Company elects otherwise upon the establishment of a series pursuant to this Section 301.
Appears in 5 contracts
Samples: Subordinated Indenture (Amplify Energy Corp.), Subordinated Indenture (Chesapeake Operating LLC), Subordinated Indenture (Amplify Energy Corp.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.33.03, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) if the Securities of the series will not have the benefit of the Subsidiary Guarantees of the Subsidiary Guarantors;
(3) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.6, 9.06 or 11.7 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(34) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(45) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
(56) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(67) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on any Securities of the series shall be payable;
(7) 8) the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) 9) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(910) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(1011) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(1112) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
(13) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(14) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.25.02;
(1215) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1316) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in the case of whole or any specified part, shall be defeasible pursuant to Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) 15.02 or Section 15.03 or both such Sections and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease such Securities shall be evidenced;
(1417) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries respective Depositories for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 2.05 and any circumstances other than in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 3.05 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registeredthereof;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1718) any addition to, deletion from, to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.25.02;
(19) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series;
(20) whether the Securities of the series will be convertible into Common Stock (or cash in lieu thereof) and, if so, the terms and conditions upon which such conversion will be effected; and
(1821) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.33.03) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. The Securities of each series shall have the benefit of the Subsidiary Guarantees unless the Company elects otherwise upon the establishment of a series pursuant to this Section 3.01.
Appears in 5 contracts
Samples: Senior Indenture (Bold Energy III LLC), Senior Indenture (NGSG Properties, Inc.), Senior Indenture (Lynden USA Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of the Debt Securities which may be authenticated and delivered under this Indenture indenture is unlimited. The Debt Securities may be issued in one or more series. There shall be established in or pursuant to a one or more resolutions of the Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indentureof Directors, or established in or pursuant to one or more indentures supplemental to this Indenturehereto, prior to the issuance of the Debt Securities of any series,:
(1) the title and designation of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from all other Debt Securities) including whether such Debt Securities shall be issued as senior Debt Securities, senior subordinated Debt Securities or subordinated Debt Securities, any subordination provisions particular to such series of Debt Securities, and whether such Debt Securities are convertible and/or exchangeable and the price at which the Company will issue the Debt Securities of any other such series);
(2) any limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under this Indenture (except for the Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to Section 3.42.6, 3.52.8, 3.62.9, 9.62.10, 2.11, 5.2 or 11.7 12.5) and except for any Debt Securities which, which pursuant to Section 3.3, 2.4 are deemed never not to have been authenticated and delivered under this Indenture)hereunder;
(3) the Person to whom any interest date or dates (and whether fixed or extendable) on a Security which the principal of the Debt Securities of the series shall be payable, if other than is payable or the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close method of business on Regular Record Date for such interestdetermination thereof;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates (which may be fixed, floating or adjustable) at which the Debt Securities of the series shall bear interest, if any, the method of calculating such rates, the date or dates from which such interest shall accrueaccrue or the manner of determining such dates, the Interest Payment Dates interest payment dates on which any such interest shall be payable and the record dates for the determination of holders of Debt Securities to whom interest is payable;
(5) the place or places where the principal of and premium, if any, and interest on the Regular Record Date for any interest Debt Securities, if any, of the series shall be payable on any Interest Payment Dateor where the holders of the Debt Securities may surrender Debt Securities;
(6) the place or places in addition any provisions relating to the Borough issuance of Manhattan, The City of New York, where the principal of and any premium and interest on Debt Securities of the such series shall be payableat an original issue discount;
(7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which the Debt Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, pursuant to any sinking fund or otherwise (including, without limitation, the form or method of payment thereof if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedcash);
(8) the obligation, if any, of the Company to redeem, purchase, purchase or repay the Debt Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder holder of Debt Securities thereof and the Security, price or prices at which and the period or periods within which, the price or prices at which, which and the terms and conditions upon which the Debt Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligationobligation (including, without limitation, the form or method of payment thereof if other than in cash), and any provisions for the remarketing of such Debt Securities;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which the Debt Securities of the series shall be issuable;
(10) if other than the principal amount thereof, the portion of the principal amount of the Debt Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 7.1 or provable in bankruptcy pursuant to Section 7.2, or, if applicable, which is convertible in accordance with Article XIII.
(11) any Events of Default with respect to the Debt Securities of a particular series, in lieu of or in addition to those set forth herein and the remedies therefor;
(12) the obligations, if any, of the Company to permit the conversion of the Debt Securities of such series into Preferred Stock or Class A Common Stock, or combination thereof, and the terms and conditions upon which such conversion shall be effected (including, without limitation, the initial conversion price or rate, the conversion period and any other provision in addition to or in lieu of those set forth in this Indenture relative to such obligation);
(13) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Debt Securities of such series;
(14) the currency or currencies, including composite currencies, in which the Debt Securities of the series shall be denominated if other than the currency of the United States of America, and, if so, whether the Debt Securities of the series may be satisfied and discharged other than as provided in Article VI;
(15) if other than the coin or currency in which the Debt Securities of that series are denominated, the coin or currency in which payment of the principal of, premium, if any, or interest on the Debt Securities of such series shall be payable (and the manner in which the equivalent of the principal amount thereof in the currency of the United States is to be determined for any purpose, including for the determination of the principal amount outstanding);
(16) if the principal of, premium, if any, or interest on the Debt Securities of such series are to be payable, at the election of the Company or a holder of Debt Securities thereof, in a coin or currency other than that in which the Debt Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;
(17) if the amount of payments of principal of or any premium or of, premium, if any, and interest on any the Debt Securities of the series may be determined with reference to an index index, formula or formula, other method. the manner in which such amounts shall be determined;
(1118) if other than whether and under what circumstances the principal amount of Company will pay additional amounts on the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Debt Securities of the series will held by a person who is not be determinable as a United States of America person in respect of any one tax, assessment or more dates prior governmental charge withheld or deducted and, if so, whether the Company will have the option to the Stated Maturity, the amount which shall be deemed to be the principal amount of redeem such Debt Securities as of any rather than pay such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined)additional amounts;
(1319) the applicationif receipt of certain certificates or other documents or satisfaction of other conditions will be necessary for any purpose, if anyincluding, of either or both of Section 13.2 and Section 13.3 without limitation, as a condition to the issuance of the Debt Securities of the such series in definitive form (including, in the case whether upon original issue or upon exchange of Section 13.3a temporary Debt Security of such series), the covenants form and any Events terms of Default not specified therein that are subject thereto) andsuch certificates, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenceddocuments or conditions;
(1420) any other affirmative or negative covenants with respect to the Debt Securities of such series;
(21) whether the Debt Securities of the such series shall be issuable issued in whole or in part in the form of one or more Global Securities and, and in such case, (i) the Depositary or Depositaries for such Global Security or Global Debt Securities, which Depositary must be a clearing agency registered under the Securities Exchange Act, (if other than The Depository Trust Company), and any ii) the circumstances other than those set forth in Section 3.5 in under which any such Global Security may be transferred to, and registered and exchanged for, for Debt Securities registered in the name of, a and under which any transfer of such Global Security may be registered in the name of, any Person other than the such Depositary for or its nominee, if other than as set forth in Section 2.13 and (iii) any other provisions regarding such Global Security or its nominee and in Securities which any such transfer provisions may be registeredin addition to or in lieu of, in whole or in part, the provisions of Section 2.13;
(1522) any Authenticating Agents, Paying Agents, or any other agents with respect to whether the Debt Securities of the seriesare defeasible;
(1623) any whether the Debt Securities of such series shall be guaranteed in whole or in part by the Guarantors, jointly and severally with all other covenant or warranty included for Guarantors in such case, and (i) the benefit of extent that the Debt Securities of the series in addition to shall be guaranteed by the Guarantors; (and not inconsistent withii) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities ranking of such series, or any change to or combination Guarantee; (iii) the terms of subordination of such Guarantee; and (iv) the provisions form of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such seriesGuarantee;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(1824) any other terms of a particular series and any other provisions expressing or referring to the terms and conditions upon which the Debt Securities of such seriesseries are to be issued under the Indenture, which terms and provisions are not in conflict with the provisions of this Indenture; provided, however, that the addition to or subtraction from or variation of Articles IV, V, VI, VII, X, XII, XIII and XIV (and Section 1.1, insofar as it relates to the definition of certain terms as used in such Articles) with regard to the Debt Securities of a particular series shall not be deemed to constitute a conflict with the provisions of those Articles; and
(25) any specified tenor thereofproposed listing of the debt securities of the series on any securities exchange. All Debt Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above of Directors or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the Not all Debt Securities of any series, one series need be issued at the option same time, and, unless otherwise so provided, a series may be reopened for issuances of the Company, interest on the additional Debt Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerseries. If any of the terms of the Debt Securities of a series are established by action taken pursuant to a resolution of the Board Resolutionof Directors, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the with an Officers’ Certificate setting forth the terms of the Debt Securities of such series. With respect to Debt Securities of a series which are not to be issued at one time, such resolution of the Board of Directors or action may provide general terms or parameters for Debt Securities of such series and provide either that the specific terms of particular Debt Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Company or its agents in accordance with a Company Order as contemplated by the proviso clause of Section 2.5.
Appears in 5 contracts
Samples: Indenture (Constellation Brands, Inc.), Indenture (Constellation Brands, Inc.), Indenture (Roberts Trading Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolution, subject to Section 3.3, and set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1a) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities and which may be part of any other seriesa series of Securities previously issued);
(2b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, Section 3.5, Section 3.6, 9.6, Section 9.6 or Section 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3c) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4d) the date or dates on which the principal (and premium, if any) of the Securities of the series is payablepayable or the method of determination thereof;
(5e) the rate or rates at which the Securities of the series shall bear interest, if any, or the formula, method or provision pursuant to which such rate or rates are determined, the date or dates from which such interest shall accrueaccrue or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the interest payable on any Interest Payment Date;
(6f) the place or places in addition where, subject to the Borough provisions of ManhattanSection 10.2, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable, Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange, and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;
(7g) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) h) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9i) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10j) whether payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for taxes, assessments or governmental charges paid by Holders of the series;
(k) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;
(l) if the amount of payments of principal of or and any premium or interest on any the Securities of the series may be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(11m) if other than the principal amount of the Securities of the seriesand as applicable, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, for Securities registered in the name of, a Person other than the Depositary for such Global Security or its a nominee thereof and in which any such transfer may be registered;
(15n) any Authenticating Agentsdeletions from, Paying Agents, modifications of or any other agents additions to the Events of Default set forth in Section 5.1 or the covenants of the Company set forth in Article Ten with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17o) any addition to, deletion from, or change in whether and under what circumstances the Events of Default which applies to any Company will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem the Securities of the series rather than pay such additional amounts;
(p) if the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(q) if the Securities of the series are to be convertible into or exchangeable for any other security or property of the Company, including, without limitation, securities of another Person held by the Company or its Affiliates and, if so, the terms thereof;
(r) if other than as provided in Section 13.2 and Section 13.3, the means of Legal Defeasance or Covenant Defeasance as may be specified for the Securities of the series;
(s) if other than the Trustee, the identity of the initial Security Registrar and any change in initial Paying Agent;
(t) whether the right Securities of the Trustee or series will be guaranteed pursuant to the requisite Holders Securities Guarantee set forth in Article Fourteen, any modifications to the terms of Article Fourteen applicable to the Securities of such Securities to declare series and the principal amount applicability of such Securities due and payable pursuant to Section 5.2any other guarantees; and
(18u) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any such indenture supplemental to hereto. All Securities of any one series need not be issued at the Indenture. Unless same time and, unless otherwise provided provided, a series may be reopened, without the consent of the Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of such series or for the establishment of additional terms with respect to the Securities of any such series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary an authorized officer or an Assistant Secretary other authorized person on behalf of the Company and, if applicable, the Guarantors and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth forth, or providing the manner for determining, the terms of the series. With respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officer’s Certificate may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Company and, if applicable, the Guarantors or one or more agents thereof designated in an Officer’s Certificate, in accordance with a Company Order.
Appears in 5 contracts
Samples: Indenture (TODCO Mexico Inc.), Indenture (TODCO Mexico Inc.), Indenture (El Paso Pipeline Partners Operating Company, L.L.C.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificate, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any serieshereto,
(1) the title of the such Securities of and the series (in which such Securities shall distinguish the Securities of the series from Securities of any other series)be included;
(2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the such series pursuant to Section 3.4, 3.5, 3.6, 9.69.5 or 11.7, upon repayment in part of any Registered Security of such series pursuant to Article 13, upon surrender in part of any Registered Security for conversion into other securities of the Issuers or exchange for securities of another issuer pursuant to its terms, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indentureor as contemplated by the terms of such Securities);
(3) if such Securities are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer Securities and Registered Securities, and whether the Person Bearer Securities are to whom be issuable with Coupons, without Coupons or both, and any interest on a Security restrictions applicable to the offer, sale or delivery of the series shall be payableBearer Securities and the terms, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date any, upon which Bearer Securities may be exchanged for such interestRegistered Securities and vice versa;
(4) if any of such Securities are to be issuable in global form, when any of such Securities are to be issuable in global form and (i) whether such Securities are to be issued in temporary or permanent global form or both, (ii) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 3.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(5) if any of such Securities are to be issuable as Bearer Securities or in global form, the date as of which any such Bearer Security or global Security shall be dated (if other than the date of original issuance of the first of such Securities to be issued);
(6) if any of such Securities are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form payable in respect of an Interest Payment Date therefor prior to the exchange, if any, of such temporary Bearer Security for definitive Securities shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date;
(7) the date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the principal (and premium, if any) of the such Securities of the series is payable;
(5) 8) the rate or rates at which the such Securities of the series shall bear interest, if any, or the method or methods, if any, by which such rate or rates are to be determined, the date or dates dates, if any, from which such interest shall accrueaccrue or the method or methods, if any, by which such date or dates are to be determined, the Interest Payment Dates Dates, if any, on which any such interest shall be payable, payable and the Regular Record Date Date, if any, for any the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such Securities or any of them shall be payable, the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving such notice, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(69) the place or places if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of and of, any premium and interest on or any Additional Amounts with respect to such Securities of the series shall be payable, any of such Securities that are Registered Securities may be surrendered for registration of transfer or exchange, any of such Securities may be surrendered for conversion or exchange and notices or demands to or upon the Issuers in respect of such Securities and this Indenture may be served, the extent to which, or the manner in which, any interest payment or Additional Amounts on a global Security on an Interest Payment Date, will be paid and the manner in which any principal of or premium, if any, on any global Security will be paid;
(710) whether any of such Securities are to be redeemable at the option of the Issuers and, if so, the date or dates on which, the period or periods within which, the price or prices at which, which and the other terms and conditions upon which such Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedIssuers;
(8) 11) whether the obligation, if any, Issuers are obligated to redeem or purchase any of the Company to redeem, purchase, or repay such Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision or at the option of a any Holder of thereof and, if so, the Securitydate or dates on which, and the period or periods within which, the price or prices at which, which and the other terms and conditions upon which such Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(912) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, and the denomination or denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(13) whether the Securities of the series shall will be issuableconvertible into other securities of the Issuers and/or exchangeable for securities of another issuer, and if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, and any deletions from or modifications or additions to this Indenture to permit or to facilitate the issuance of such convertible or exchangeable Securities or the administration thereof;
(1014) if other than the principal amount thereof, the portion of the principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or the method by which such portion is to be determined;
(15) if other than Dollars, the Foreign Currency in which payment of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payable;
(16) if the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities are to be payable, at the election of the Issuers or a Holder thereof or otherwise, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be payable, the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be payable and the Currency in which such Securities or any of them are to be paid pursuant to such election, and any deletions from or modifications of or additions to the terms of this Indenture to provide for or to facilitate the issuance of Securities denominated or payable, at the election of the Issuers or a Holder thereof or otherwise, in a Foreign Currency;
(17) whether the amount of payments of principal of or of, any premium or interest on or any Additional Amounts with respect to such Securities of the series may be determined with reference to an index index, formula or formulaother method or methods (which index, formula or method or methods may be based, without limitation, on one or more Currencies, commodities, equity securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts shall be determineddetermined and paid or payable;
(1118) if other than any deletions from, modifications of or additions to the principal amount Events of Default or covenants of the Securities Issuers with respect to any of such Securities, whether or not such Events of Default or covenants are consistent with the series, the portion Events of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2Default or covenants set forth herein;
(1219) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of whether either or both of Section 13.2 and 4.2(2) relating to defeasance or Section 13.3 4.2(3) relating to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) defeasance shall not be for applicable to the benefit of Securities of such series, or any change covenants in addition to those specified in Section 4.2(3) relating to the Securities of such series which shall be subject to covenant defeasance, and any deletions from, or combination of modifications or additions to, the provisions of any such covenant or warranty included Article 4 in this Indenture for the benefit respect of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1720) whether any addition toof such Securities are to be issuable upon the exercise of warrants, deletion fromand the time, manner and place for such Securities to be authenticated and delivered;
(21) if any of such Securities are to be issuable in global form and are to be issuable in definitive form (whether upon original issue or change in upon exchange of a temporary Security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the Events form and terms of Default which applies to any Securities of such certificates, documents or conditions;
(22) if there is more than one Trustee, the series and any change in the right identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to such Securities;
(23) [any deletions from or modifications or additions to the requisite Holders provisions of Article 16 in respect of any of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; Securities;] and
(1824) any other terms of the such Securities and any other deletions from or modifications or additions to this Indenture in respect of such series, or of any specified tenor thereofSecurities. All Securities of any one series and all Coupons, if any, appertaining to Bearer Securities of such series shall be substantially identical except as to Currency of payments due thereunder, denomination and the rate of interest thereon, or method of determining the rate of interest, if any, Maturity, and the date from which interest, if any, shall accrue and except as may otherwise be provided by the Issuers in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any indenture or indentures supplemental hereto pertaining to the Indenturesuch series of Securities. Unless otherwise provided with respect to the Securities The terms of any series, at the option of the Company, interest on the Securities of any series may provide, without limitation, that bears interest the Securities shall be authenticated and delivered by the Trustee on original issue from time to time upon written order of persons designated in the Officer’s Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officer’s Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officer’s Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so provided, a series may be paid by mailing a check reopened for issuances of additional Securities of such series or to the address establish additional terms of the Person entitled to such interest as such address shall appear in the Security Registerseries of Securities. If any of the terms of the Securities of any series are shall be established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action the Board Resolution shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the such series. [The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article 16.]
Appears in 4 contracts
Samples: Indenture (Teekay Offshore Finance Corp.), Indenture (Teekay LNG Finance Corp.), Indenture (Teekay LNG Finance Corp.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more series. There The terms of each series of Securities shall be either:
(i) established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or Establishment Action; or
(ii) established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,. Such Establishment Action or supplemental indenture shall provide:
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series)) and a statement that the Securities will be offered pursuant to this Indenture;
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.6, 9.06 or 11.7 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenture)hereunder) and the price (expressed as a percentage of the aggregate principal amount thereof) at which the Securities of the series will be issued;
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
(5) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and and/or any premium and or interest on any Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, the currency or currencies (including currency units) in which and the other terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index index, pursuant to a formula or formulaother method, the manner in which such amounts shall be determined;
(11) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.25.02;
(1214) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1315) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in the case of whole or any specified part, shall be defeasible pursuant to Section 13.313.02 or Section 13.03 or both such Sections (or, the covenants and any Events of Default not specified therein that are subject theretoif defeasible by another method, such other method) and, if other than by an action pursuant to a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease such Securities shall be evidenced;
(1416) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 2.04 and any circumstances other than in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 3.05 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such seriesthereof;
(17) any addition to, deletion from, to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.25.02;
(18) any addition to or change in the covenants set forth in Article X which applies to Securities of the series; and
(1819) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate Establishment Action referred to above or in any indenture supplemental hereto. The Company shall provide to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, Trustee a copy of an appropriate record of any such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the seriesEstablishment Action.
Appears in 4 contracts
Samples: Indenture (Marathon Oil Corp), Indenture (Atp Oil & Gas Corp), Indenture (Atp Oil & Gas Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the right, if any, to extend the interest payment periods and the duration of any such deferral period, including the maximum consecutive period during which interest payment periods may be extended;
(7) the place or places in addition to the Borough of Manhattan, The City of New York, if any, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) 8) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) 9) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(910) if other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the series shall be issuable;
(1011) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(1112) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(1213) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1314) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(1415) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(1516) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(1617) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1718) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2;
(19) the terms, if any, upon which the Securities of the series may be convertible into or exchanged for other securities of the Company and the terms and conditions upon which such conversion or exchange shall be effected; and
(1820) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the this Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 4 contracts
Samples: Indenture (Tsakos Energy Navigation LTD), Indenture (Danaos Corp), Indenture (International Seaways, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificate, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any serieshereto,
(1) the title of the such Securities of and the series (in which such Securities shall distinguish the Securities of the series from Securities of any other series)be included;
(2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the such series pursuant to Section 3.4, 3.5, 3.6, 9.69.5 or 11.7, upon repayment in part of any Registered Security of such series pursuant to Article 13, upon surrender in part of any Registered Security for conversion into other securities of the Issuers or exchange for securities of another issuer pursuant to its terms, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indentureor as contemplated by the terms of such Securities);
(3) if such Securities are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer Securities and Registered Securities, and whether the Person Bearer Securities are to whom be issuable with Coupons, without Coupons or both, and any interest on a Security restrictions applicable to the offer, sale or delivery of the series shall be payableBearer Securities and the terms, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date any, upon which Bearer Securities may be exchanged for such interestRegistered Securities and vice versa;
(4) if any of such Securities are to be issuable in global form, when any of such Securities are to be issuable in global form and (i) whether such Securities are to be issued in temporary or permanent global form or both, (ii) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 3.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(5) if any of such Securities are to be issuable as Bearer Securities or in global form, the date as of which any such Bearer Security or global Security shall be dated (if other than the date of original issuance of the first of such Securities to be issued);
(6) if any of such Securities are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form payable in respect of an Interest Payment Date therefor prior to the exchange, if any, of such temporary Bearer Security for definitive Securities shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date;
(7) the date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the principal (and premium, if any) of the such Securities of the series is payable;
(5) 8) the rate or rates at which the such Securities of the series shall bear interest, if any, or the method or methods, if any, by which such rate or rates are to be determined, the date or dates dates, if any, from which such interest shall accrueaccrue or the method or methods, if any, by which such date or dates are to be determined, the Interest Payment Dates Dates, if any, on which any such interest shall be payable, payable and the Regular Record Date Date, if any, for any the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such Securities or any of them shall be payable, the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving such notice, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(69) the place or places if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of and of, any premium and interest on or any Additional Amounts with respect to such Securities of the series shall be payable, any of such Securities that are Registered Securities may be surrendered for registration of transfer or exchange, any of such Securities may be surrendered for conversion or exchange and notices or demands to or upon the Issuers in respect of such Securities and this Indenture may be served, the extent to which, or the manner in which, any interest payment or Additional Amounts on a global Security on an Interest Payment Date, will be paid and the manner in which any principal of or premium, if any, on any global Security will be paid;
(710) whether any of such Securities are to be redeemable at the option of the Issuers and, if so, the date or dates on which, the period or periods within which, the price or prices at which, which and the other terms and conditions upon which such Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedIssuers;
(8) 11) whether the obligation, if any, Issuers are obligated to redeem or purchase any of the Company to redeem, purchase, or repay such Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision or at the option of a any Holder of thereof and, if so, the Securitydate or dates on which, and the period or periods within which, the price or prices at which, which and the other terms and conditions upon which such Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(912) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, and the denomination or denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(13) whether the Securities of the series shall will be issuableconvertible into Equity Interests of the Issuers and/or exchangeable for securities of another issuer, and if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, and any deletions from or modifications or additions to this Indenture to permit or to facilitate the issuance of such convertible or exchangeable Securities or the administration thereof;
(1014) if other than the principal amount thereof, the portion of the principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or the method by which such portion is to be determined;
(15) if other than Dollars, the Foreign Currency in which payment of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payable;
(16) if the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities are to be payable, at the election of the Issuers or a Holder thereof or otherwise, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be payable, the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be payable and the Currency in which such Securities or any of them are to be paid pursuant to such election, and any deletions from or modifications of or additions to the terms of this Indenture to provide for or to facilitate the issuance of Securities denominated or payable, at the election of the Issuers or a Holder thereof or otherwise, in a Foreign Currency;
(17) whether the amount of payments of principal of or of, any premium or interest on or any Additional Amounts with respect to such Securities of the series may be determined with reference to an index index, formula or formulaother method or methods (which index, formula or method or methods may be based, without limitation, on one or more Currencies, commodities, equity securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts shall be determineddetermined and paid or payable;
(1118) if other than any deletions from, modifications of or additions to the principal amount Events of Default or covenants of the Securities Issuers with respect to any of such Securities, whether or not such Events of Default or covenants are consistent with the series, the portion Events of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2Default or covenants set forth herein;
(1219) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of whether either or both of Section 13.2 and 4.2(2) relating to defeasance or Section 13.3 4.2(3) relating to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) defeasance shall not be for applicable to the benefit of Securities of such series, or any change covenants in addition to those specified in Section 4.2(3) relating to the Securities of such series which shall be subject to covenant defeasance, and any deletions from, or combination of modifications or additions to, the provisions of any such covenant or warranty included Article 4 in this Indenture for the benefit respect of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1720) whether any addition toof such Securities are to be issuable upon the exercise of warrants, deletion fromand the time, manner and place for such Securities to be authenticated and delivered;
(21) if any of such Securities are to be issuable in global form and are to be issuable in definitive form (whether upon original issue or change in upon exchange of a temporary Security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the Events form and terms of Default which applies to any Securities of such certificates, documents or conditions;
(22) if there is more than one Trustee, the series and any change in the right identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to such Securities;
(23) [any deletions from or modifications or additions to the requisite Holders provisions of Article 17 in respect of any of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; Securities;] and
(1824) any other terms of the such Securities and any other deletions from or modifications or additions to this Indenture in respect of such series, or of any specified tenor thereofSecurities. All Securities of any one series and all Coupons, if any, appertaining to Bearer Securities of such series shall be substantially identical except as to Currency of payments due thereunder, denomination and the rate of interest thereon, or method of determining the rate of interest, if any, Maturity, and the date from which interest, if any, shall accrue and except as may otherwise be provided by the Issuers in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any indenture or indentures supplemental hereto pertaining to the Indenturesuch series of Securities. Unless otherwise provided with respect to the Securities The terms of any series, at the option of the Company, interest on the Securities of any series may provide, without limitation, that bears interest the Securities shall be authenticated and delivered by the Trustee on original issue from time to time upon written order of persons designated in the Officer’s Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officer’s Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officer’s Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so provided, a series may be paid by mailing a check reopened for issuances of additional Securities of such series or to the address establish additional terms of the Person entitled to such interest as such address shall appear in the Security Registerseries of Securities. If any of the terms of the Securities of any series are shall be established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action the Board Resolution shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the such series. [The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article 17.]
Appears in 4 contracts
Samples: Indenture (Teekay Offshore Finance Corp.), Indenture (Teekay LNG Finance Corp.), Indenture (Teekay LNG Finance Corp.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more seriesSeries. There shall be established in or pursuant to one or more Company Board Resolutions and set forth in a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Company Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or and/or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,Series:
(1a) the title of the Securities of the series Series (which title shall distinguish the Securities of the series Series from all other Securities issued by the Company), including, as applicable, whether the Securities of the Series shall be issued as senior Securities, senior subordinated Securities or subordinated Securities; any subordination provisions particular to the Securities of the Series; and whether the Securities of the Series are convertible or exchangeable for other series)securities;
(2b) any limit upon the aggregate principal amount of the Securities of the series which Series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series Series pursuant to Section 3.42.08, 3.52.09, 3.6, 9.6, 2.11 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture11.02);
(3c) the Person to whom any interest on a Security of the series shall be payable, if other than 100% of its aggregate principal amount, the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) percentage of the Securities of the series is payable;
(5) the rate or rates aggregate principal amount at which the Securities of the series Series will be offered;
(d) the date or dates (whether fixed or extendable) on which the principal of the Securities of the Series is payable;
(e) the rate or rates, which may be fixed or variable, at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates interest payment dates on which any such interest shall be payable, and the Regular Record Date basis upon which interest shall be calculated if other than that of a 360-day year consisting of twelve 30-day months and, in the case of Registered Securities, the record dates for any the determination of Holders to whom interest payable on any Interest Payment Dateis payable;
(6f) any provisions relating to the issuance of the Securities of the Series at an Original Issue Discount;
(g) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series Series shall be payablepayable and where Securities of the Series may be surrendered for conversion or exchange (if other than as provided in Section 3.02);
(7h) whether any of such Securities of the period or periods within whichSeries are to be redeemable at the option of the Company, and if so, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series Series may be so redeemed, in whole or in part, at the option of the Company, pursuant to any sinking fund or otherwise;
(i) if other than 100% of the aggregate principal amount thereof, the portion of the principal amount of the Securities of the Series which shall be payable upon declaration of acceleration of the maturity date thereof pursuant to Section 5.01 or provable in bankruptcy pursuant to Section 5.02, or, if applicable, which is convertible or exchangeable;
(j) the obligation, if any, of the Company to redeem, purchase or repay Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the price or prices at which, the Currency in which and the period or periods within which, and the terms and conditions upon which, Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation (including the terms or method of payment thereof if other than cash), and any provision for the remarketing of the Securities;
(k) the issuance of Securities of the Series as Registered Securities or Unregistered Securities or both, and the rights of the Holders to exchange Unregistered Securities of the Series for Registered Securities of the Series or to exchange Registered Securities of the Series for Unregistered Securities of the Series and the circumstances under which any such exchanges, if permitted, may be made;
(l) if other than denominations of $1,000 and any integral multiple thereof, the denominations, which may be in Dollars or any Foreign Currency, in which Securities of the Series shall be issuable;
(m) whether the Securities of the Series will be certificated and, if so, the form of the Securities (or forms thereof if both Unregistered Securities and Registered Securities shall be issuable in such Series), including such legends as required by law or as the Company deems necessary or appropriate, the form of any Coupons or temporary global security which may be issued and the forms of any other certificates which may be required hereunder or which the Company may require in connection with the offering, sale, delivery or exchange of the Securities;
(n) if other than Dollars, the Currency or Currencies in which payments of interest, principal and other amounts payable with respect to the Securities of the Series are to be denominated, payable, redeemable or repurchasable, as the case may be;
(o) whether Securities of the Series are issuable in Tranches;
(p) the obligations, if any, of the Company to permit the conversion or exchange of the Securities of such Series into Common Stock, Preferred Stock or other Capital Stock or property (including securities), or a combination thereof, and the terms and conditions upon which such conversion shall be effected (including the initial conversion or exchange price or rate, the conversion or exchange period, the provisions for conversion or exchange price or rate adjustments and any other provisions relative to such obligation) and any limitations on the ownership or transferability of the securities or property into which the Securities may be converted or exchanged;
(q) if other than the Trustee, any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such Series;
(r) if the Securities of the Series do not bear interest, the applicable dates for purposes of Section 4.01;
(s) any deletions from, modifications of or additions to (a) the Events of Default with respect to Securities of the Series or (b) the right of the Trustee or the Holders of such Securities pursuant to Section 5.01;
(t) any deletions from, modifications of or additions to the covenants set forth in Article 3 with respect to Securities of the Series;
(u) if the amount of payments of principal of, and make-whole amount, if any, and interest on, the Securities of the Series may be determined with reference to an index, the manner in which such amount shall be determined;
(v) whether the Securities of the Series shall be issued in whole or in part in the global form of one or more Securities and in such case, (i) the depositary for such Securities, which depositary must be a clearing agency registered under the Exchange Act, (ii) the circumstances under which any such Securities may be exchanged for Securities registered in the name of, and under which any transfer of such Securities may be registered in the name of, any Person other than such depositary or its nominee, if other than as set forth in Section 2.15, and (iii) any other provisions regarding such Securities which provisions may be in addition to or in lieu of, in whole or in part, the provisions of Section 2.15;
(w) whether, under what circumstances and the Currency in which, the Company will pay Additional Amounts as contemplated by Section 3.05 on the Securities of the Series to any Holder who is not a United States Person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(x) whether the Securities of the Series, in whole or in specified part, will not be defeasible pursuant to Section 10.02(b) or Section 10.02(c), or both such Sections, and, if the Securities may be defeased, in whole or in specified part, pursuant to either or both such Sections, any provisions to permit a pledge of obligations other than Government Obligations (or the establishment of other arrangements) to satisfy the requirements of Section 10.02(d)(i) for defeasance of the Securities and, if other than by a Company Board Resolution, the manner in which any election by the Company to redeem defease the Securities shall will be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14y) whether the Securities of the series shall such Series are to be issuable in whole secured by any property, assets or in part in the form of one or more Global Securities other collateral and, in such caseif so, the Depositary applicable collateral, any deletions from, modifications of or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in additions to the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registeredprovisions of Article 13;
(15z) the Person to whom any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to interest on the Securities of such seriesSeries will be payable, if other than the Securityholder thereof, on the regular record date therefor;
(17aa) the dates on which interest, if any, will be payable and the regular record dates for interest payment dates;
(bb) any addition torestrictions, deletion from, conditions or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms requirements for transfer of the Securities of such series, Series; and
(cc) any other terms or conditions upon which the Securities of any specified tenor thereofthe Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series Series shall be substantially identical except as to denomination denomination, except as contemplated by the immediately succeeding paragraph, and except as may otherwise be provided in or pursuant to the such Company Board Resolution referred or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at the same time, and unless otherwise provided, a Series may be reopened, without the consent of the Holders, for issuances of additional Securities of such Series or to above and establish additional terms of such Series of Securities (subject which additional terms shall only be applicable to Section 3.3) set forthunissued or additional Securities of such Series). Each Series may be issued in one or more Tranches. All Securities of a Tranche shall have the same issue date, maturity date, interest rate or determined in the manner providedmethod of determining interest, and, in the Officers’ Certificate referred to above or in any indenture supplemental to case of Discount Securities, the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the seriessame issue price.
Appears in 4 contracts
Samples: Indenture (MidWestOne Financial Group, Inc.), Indenture (Alerus Financial Corp), Indenture (MidWestOne Financial Group, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.33.03, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.6, 9.6, 3.06 or 11.7 9.06 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andand the applicability, if other than by a Board Resolution, the manner in which any election by the Company nonapplicability or variation of Article XI with respect to redeem the Securities shall be evidencedof such series;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of or any premium or interest on any Securities of the series will not is to be determinable as payable, at the election of any the Company or a Holder thereof, in one or more dates prior currencies or currency units other than that or those in which the Securities are stated to the Stated Maturitybe payable, the amount currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be deemed payable, and the periods within which and the terms and conditions upon which such election is to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined)made;
(13) the applicationif and as applicable, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 3.05 in which any such Global Security may be transferred to, and registered and exchanged for, for Securities registered in the name of, a Person other than the Depositary for such Global Security or its a nominee thereof and in which any such transfer may be registered;
(1514) any Authenticating Agents, Paying Agents, addition to or any other agents with respect change in the Events of Default set forth in Section 5.01 which applies to the Securities of the series;
(1615) any if other covenant or warranty included for than the benefit principal amount thereof, the portion of the principal amount of Securities of the series in which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;
(16) any addition to (and not inconsistent with) those included or change in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of covenants set forth in Article X which applies to Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition tothe applicability, deletion fromnonapplicability, or change in variation of Article XII with respect to the Events Securities of Default which applies to any such Series;
(18) if applicable, that the Securities of the series and shall be subject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of Securities that is convertible into Common Stock as provided in Article XIV or convertible into or exchangeable for any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable other securities pursuant to Section 5.23.01(20) shall be subject to Defeasance pursuant to Section 13.02;
(19) the terms and conditions, if any, pursuant to which the Securities are convertible into Common Stock of the Company pursuant to Article XIV, and any variation thereof;
(20) the terms and conditions, if any, pursuant to which the Securities are convertible into or exchangeable for any other securities; and
(1821) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (and, subject to Section 3.3) 3.03, set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the series. The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities:
(A) may have a different issue date from such series of Outstanding Securities;
(B) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(C) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 4 contracts
Samples: Indenture (Church & Dwight Co Inc /De/), Indenture (Church & Dwight Co Inc /De/), Indenture (FMC Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in by or pursuant to a Board Resolution andof the Company or the Guarantor, subject to Section 3.3as appropriate, and set forth, forth in (or determined in the manner provided, in set forth in) an Officers’ ' Certificate pursuant to a Board Resolution of the Company or indenture supplemental to this Indenturethe Guarantor, as appropriate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4304, 3.5305, 3.6306, 9.6, 906 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture1107);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of (and any premium premium, if any) and interest on Securities of the series shall be payable;
(7) if applicable, the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, if other than by a Board Resolution, including the manner date referred to in which any election by the Company to redeem the Securities shall be evidencedSection 1108;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its Maturity the maturity thereof pursuant to Section 5.2502;
(11) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency (including any composite currency) in which payment of the principal of (and premium, if any) and interest on the Securities of the series shall be denominated or payable and the manner of determining the equivalent thereof in the currency of the United States of America for the purposes of the definition of "Outstanding" in Section 101;
(12) if the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency (including any composite currency) other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and condition upon which, such election may be made;
(13) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1314) if the applicationamounts of payments of principal of (and premium, if any, of either ) or both of Section 13.2 and Section 13.3 to interest on the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolutionmay be determined with reference to an index, the manner in which any election pursuant to such Sections by the Company amounts shall be evidenceddetermined;
(1415) the Guarantee of the Securities of such series pursuant to Article Thirteen hereof;
(16) whether the Securities of the series shall be issuable issued in whole or in part in the form of one or more Global Securities and, in such caseif so, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such seriesSecurities;
(17) any addition to, deletion from, to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.2502;
(18) with respect to such series of Securities, the "Stated Intervals" and the "Record Date" for purposes of Section 312(a) (in the case of non-interest bearing Securities) and 316(c), respectively, of the Trust Indenture Act;
(19) if additional amounts pursuant to Section 1010 will not be payable by the Company or the Guarantor; and
(1820) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical except as to denomination and number and except as may otherwise be provided in or pursuant to the such Board Resolution referred to above Resolutions and set forth (subject to Section 3.3) set forth, or determined in the manner provided, provided in) in the such Officers’ Certificate referred to above ' Certificates or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board ResolutionResolution of the Company or the Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company or by the Secretary, a Deputy Secretary, an Assistant Secretary or a Deputy Assistant Secretary of the Guarantor, as the case may be, and delivered to the Trustee trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of the series. With respect to Securities of a series offered in a Periodic Offering, the Board Resolution (or action taken pursuant thereto), Officers' Certificate or supplemental indenture referred to above may provide general terms or parameters for Securities of such series and provide either that the specific terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Company in accordance with other procedures specified in a Company Order as contemplated by the third paragraph of Section 303. Notwithstanding Section 301(2) herein and unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.
Appears in 4 contracts
Samples: Indenture (Bp PLC), Indenture (Bp PLC), Indenture (Bp PLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the right, if any, to extend the interest payment periods and the duration of any such deferral period, including the maximum consecutive period during which interest payment periods may be extended;
(7) the place or places in addition to the Borough of Manhattan, The City of New York, if any, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) 8) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) 9) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(910) if other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the series shall be issuable;
(1011) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(1112) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(1213) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1314) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(1415) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(1516) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(1617) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1718) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(1819) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 4 contracts
Samples: Indenture (Imperial Petroleum Inc./Marshall Islands), Indenture (Tsakos Energy Navigation LTD), Indenture (International Seaways, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or an indenture supplemental to this Indenture, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any series,:
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than minimum denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Corporate Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 3 contracts
Samples: Indenture (Valley National Bancorp), Indenture (Valley National Bancorp), Indenture (Independent Bank Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andof the Issuer and consented to in writing by the Company, subject to Section 3.3, set forth, forth or determined in the manner provided, provided in an Officers’ Officer’s Certificate pursuant to a Board Resolution or indenture supplemental to this Indentureof the Issuer, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1a) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section Sections 3.4, 3.5, 3.6, 9.6, 10.6 or 11.7 12.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3c) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4d) the date or dates dates, if any, on which the principal (and premium, if any) of the any Securities of the series is payable, or otherwise indicate that such Securities are perpetual;
(5e) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6f) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on any Securities of the series shall be payable;
(7g) the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company Issuer and, if other than by a Board Resolution, the manner in which any election by the Company Issuer to redeem the Securities shall be evidenced;
(8) h) the obligation, if any, of the Company Issuer to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9i) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(10j) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(11k) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;
(l) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Issuer or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(m) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.26.2;
(12n) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13o) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in the case of whole or any specified part, shall be defeasible pursuant to Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) 14.2 or Section 14.3 or both such Sections and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company Issuer to defease such Securities shall be evidenced;
(14p) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or respective Depositaries for such Global Security Securities, the form of any legend or legends which shall be borne by any such Global Securities (if other than The Depository Trust Company), and any circumstances other than in addition to or in lieu of those set forth in Section 3.5 3.5.2 in which any such Global Security Securities may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Securities in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security Securities or its a nominee and in which any such transfer may be registeredthereof;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17q) any addition to, deletion from, to or change in the Events of Default which applies to any Securities of the series and series;
(r) any addition to or change in the right covenants set forth in Article 11 (subject to compliance with Trust Indenture Laws) which applies to Securities of the Trustee or series;
(s) whether the requisite Holders Securities of such Securities series and/or the guarantees thereof are subject to declare subordination and the principal amount terms of such subordination and any related provision;
(t) if the Securities due of the series are to be convertible or exchangeable for any securities of any Person, the terms and payable pursuant conditions upon which such Securities shall be convertible or exchangeable, and any additions or changes, if any, to Section 5.2permit or facilitate such conversion or exchange;
(u) any applicable terms or conditions related to the addition of any Co-Obligor or any additional Guarantor in respect of Securities of the series;
(v) any additional Trustee(s) or Agent(s) applicable to the Securities of the series; and
(18w) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the All Securities of any series that bears interest need not be issued at the same time and may be paid issued from time to time, consistent with the terms of this Indenture, if so provided by mailing a check to the address of the Person entitled or pursuant to such interest as such address shall appear in the Security RegisterBoard Resolution, Officer’s Certificate or supplemental indenture. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary a director or an Assistant Secretary officer (or equivalent) of the Company Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the series.
Appears in 3 contracts
Samples: Indenture (Brookfield Renewable Corp), Indenture (Brookfield Renewable Partners L.P.), Indenture (BRP Bermuda Holdings I LTD)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3303, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) whether or not the Securities of the series will have the benefit of the Subsidiary Guarantees of the Subsidiary Guarantors or be co-issued by one or more co-issuers;
(3) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4304, 3.5Section 305, 3.6Section 306, 9.6, Section 906 or 11.7 Section 1107 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(34) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(45) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
(56) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(67) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on any Securities of the series shall be payable;
(7) 8) the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) 9) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(910) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(1011) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(1112) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101;
(13) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(14) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2502;
(1215) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1316) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in the case of whole or any specified part, shall be defeasible pursuant to Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) 1502 or Section 1503 or both such Sections and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease such Securities shall be evidenced;
(1417) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries respective Depositories for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 205 and any circumstances other than in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 305 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registeredthereof;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1718) any addition to, deletion from, to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.2502;
(19) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series;
(20) whether the Securities of the series will be convertible into Common Stock (or cash in lieu thereof) and, if so, the terms and conditions upon which such conversion will be effected; and
(1821) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 901(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. The Securities of each series shall have the benefit of the Subsidiary Guarantees unless the Company elects otherwise upon the establishment of a series pursuant to this Section 301.
Appears in 3 contracts
Samples: Senior Indenture (Amplify Energy Corp.), Senior Indenture (Amplify Energy Corp.), Senior Indenture (Frank's International N.V.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificate, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any serieshereto,
(1) the title of the such Securities of and the series (in which such Securities shall distinguish the Securities of the series from Securities of any other series)be included;
(2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the such series pursuant to Section 3.4, 3.5, 3.6, 9.69.5 or 11.7, upon repayment in part of any Registered Security of such series pursuant to Article 13, upon surrender in part of any Registered Security for conversion into other securities of the Company or exchange for securities of the Guarantor or another issuer pursuant to its terms, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indentureor as contemplated by the terms of such Securities);
(3) if such Securities are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer Securities and Registered Securities, and whether the Person Bearer Securities are to whom be issuable with Coupons, without Coupons or both, and any interest on a Security restrictions applicable to the offer, sale or delivery of the series shall be payableBearer Securities and the terms, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date any, upon which Bearer Securities may be exchanged for such interestRegistered Securities and vice versa;
(4) the date whether and when any of such Securities are to be issuable in global form and (i) whether such Securities are to be issued in temporary or dates on which the principal permanent global form or both, (and premium, if anyii) whether beneficial owners of the interests in any such global Security may exchange such interests for Securities of the same series is payableand of like tenor and of any authorized form and denomination, and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 3.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(5) if any of such Securities are to be issuable as Bearer Securities or in global form, the date as of which any such Bearer Security or global Security shall be dated (if other than the date of original issuance of the first of such Securities to be issued);
(6) if any of such Securities are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form payable in respect of an Interest Payment Date therefor prior to the exchange, if any, of such temporary Bearer Security for definitive Securities shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date;
(7) the date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the principal and premium (if any) of such Securities are payable;
(8) the rate or rates at which the such Securities of the series shall bear interest, if any, or the method or methods, if any, by which such rate or rates are to be determined, the date or dates dates, if any, from which such interest shall accrueaccrue or the method or methods, if any, by which such date or dates are to be determined, the Interest Payment Dates Dates, if any, on which any such interest shall be payable, payable and the Regular Record Date Date, if any, for any the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such Securities or any of them shall be payable, the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving such notice, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(69) the place or places if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of and of, any premium and interest on or any Additional Amounts with respect to such Securities of the series shall be payable, any of such Securities that are Registered Securities may be surrendered for registration of transfer or exchange, any of such Securities may be surrendered for conversion or exchange and notices or demands to or upon the Company or the Guarantor in respect of such Securities and this Indenture may be served, the extent to which, or the manner in which, any interest payment or Additional Amounts on a global Security on an Interest Payment Date, will be paid and the manner in which any principal of or premium, if any, on any global Security will be paid;
(710) whether any of such Securities are to be redeemable at the option of the Company and, if so, the date or dates on which, the period or periods within which, the price or prices at which, which and the other terms and conditions upon which such Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) the obligation, if any, of 11) whether the Company is obligated to redeem, purchase, redeem or repay purchase any of such Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision or at the option of a any Holder of thereof and, if so, the Securitydate or dates on which, and the period or periods within which, the price or prices at which, which and the other terms and conditions upon which such Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(912) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any of such Securities of the series that are Registered Securities shall be issuable;
(1013) if the amount any of payments of principal of or any premium or interest on any such Securities of the series may be determined with reference to an index or formula, the manner in which such amounts that are Bearer Securities shall be determined;
(11) issuable if other than the principal amount denomination of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced$5,000;
(14) whether the Securities of the series shall will be issuable in whole convertible into other securities of the Company and/or exchangeable for securities of the Guarantor or in part in the form of one or more Global Securities andanother issuer, in such caseand if so, the Depositary terms and conditions upon which such Securities will be so convertible or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company)exchangeable, and any circumstances other than those set forth in Section 3.5 in which any deletions from or modifications or additions to this Indenture to permit or to facilitate the issuance of such Global Security may be transferred to, and registered and exchanged for, convertible or exchangeable Securities registered in or the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registeredadministration thereof;
(15) any Authenticating Agentsif other than the principal amount thereof, Paying Agents, or any other agents with respect to the Securities portion of the seriesprincipal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or the method by which such portion is to be determined;
(16) if other than Dollars, the Foreign Currency in which payment of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payable;
(17) if the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities are to be payable, at the election of the Company or a Holder thereof or otherwise, in Dollars or in a Foreign Currency other covenant than that in which such Securities are stated to be payable, the date or warranty included dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be payable and the Currency in which such Securities or any of them are to be paid pursuant to such election, and any deletions from or modifications of or additions to the terms of this Indenture to provide for or to facilitate the benefit issuance of Securities denominated or payable, at the election of the series Company or a Holder thereof or otherwise, in addition to a Foreign Currency;
(and not inconsistent with18) those included in this Indenture for whether the benefit amount of Securities payments of all seriesprincipal of, any premium or interest on or any Additional Amounts with respect to such Securities may be determined with reference to an index, formula or other covenant method or warranty included for methods (which index, formula or method or methods may be based, without limitation, on one or more Currencies, commodities, equity securities, equity indices or other indices), and, if so, the benefit terms and conditions upon which and the manner in which such amounts shall be determined and paid or payable;
(19) any deletions from, modifications of Securities or additions to the Events of Default or covenants of the series in lieu Company or the Guarantor with respect to any of any such Securities, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(20) whether either or both of Section 4.2(2) relating to defeasance or Section 4.2(3) relating to covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) defeasance shall not be for applicable to the benefit of Securities of such series, or any change covenants in addition to those specified in Section 4.2(3) relating to the Securities of such series which shall be subject to covenant defeasance, and any deletions from, or combination of modifications or additions to, the provisions of any such covenant or warranty included Article 4 in this Indenture for the benefit respect of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1721) whether any of such Securities are to be issuable upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered;
(22) if any of such Securities are to be issuable in global form and are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;
(23) if there is more than one Trustee, the identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to such Securities;
(24) any addition to, deletion from, or change terms applicable to Original Issue Discount (as that term is defined in the Events Internal Revenue Code of Default 1986, as amended, and the regulations thereunder), if any, including the rate or rates at which applies to such Original Issue Discount, if any, shall accrue;
(25) any proposed listing on any national or foreign securities exchange of the Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2series; and
(1826) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. All Securities of any one series and all Coupons, if any, appertaining to Bearer Securities of such series shall be substantially identical except as to Currency of payments due thereunder, denomination and the rate of interest thereon, or method of determining the rate of interest, if any, Maturity, and the date from which interest, if any, shall accrue and except as may otherwise be provided by the Company in or pursuant to the Board Resolution and set forth in the Officer’s Certificate or in any indenture or indentures supplemental hereto pertaining to such series of Securities. The terms of the Securities of any series may provide, without limitation, that the Securities shall be authenticated and delivered by the Trustee on original issue from time to time upon written order of persons designated in the Officer’s Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officer’s Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series, series as are specified in such Officer’s Certificate or supplemental indenture. All Securities of any specified tenor thereofone series need not be issued at the same time and, unless otherwise so provided, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the Securities of any series are shall be established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action the Board Resolution shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the such series.
Appears in 3 contracts
Samples: Indenture (Assured Guaranty US Holdings Inc.), Indenture (Assured Guaranty US Holdings Inc.), Indenture (Assured Guaranty LTD)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution and, subject to Section 3.3303, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of and the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4304, 3.5305, 3.6306, 9.6, 906 or 11.7 1107 and except for any Securities which, pursuant to Section 3.3303, shall not have been issued and sold by the Company and are therefore deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without Coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa;
(4) if any of such Securities are to be issuable in global form, when any of such Securities are to be issuable in global form and (i) whether beneficial owners of interests in any such Global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchange may occur, if other than in the manner specified in Section 305, and (ii) the name of the Depositary with respect to any Global Security;
(5) the date as of which any Bearer Securities of the series and any temporary Global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(6) if Securities of the series are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form (representing all of the Outstanding Bearer Securities of the series) payable on an Interest Payment Date prior to the exchange of such temporary Bearer Security for definitive Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date;
(7) the Person to whom any interest on a Security of the series shall be payablepayable at Maturity, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) 8) the date or dates (or the method or methods, if any, by which such date or dates shall be determined) on which the principal (and premium, if any) of the Securities of the series is payable;
(59) the rate or rates (or the formula pursuant to which such rate or rates shall be determined) at which the Securities of the series shall bear interest, if any, including the rate of interest applicable on overdue payments of principal or interest, if different from the rate of interest stated in the Security; the date or dates from which such interest shall accrueaccrue (or the method or methods, if any, by which such date or dates shall be determined), the Interest Payment Dates Dates, if any, on which any such interest shall be payable, payable and the Regular Record Date Date, if any, for any the interest payable on Registered Securities on any Interest Payment Date; whether and under what circumstances Additional Amounts on such Securities shall be payable in respect of specified taxes, assessments or other governmental charges withheld or deducted and, if so, whether the Company has the option to redeem the affected Securities rather than pay such Additional Amounts; and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(610) the place or places if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of and of, any premium and interest on or any Additional Amounts with respect to such Securities of the series shall be payable, any of such Securities that are Registered Securities may be surrendered for registration of transfer, any of such Securities may be surrendered for exchange and notices or demands to or upon the Company in respect of such Securities and this Indenture may be served;
(711) if applicable, the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) 12) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(913) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(1014) the currency or currencies, including composite currencies, in which payment of the principal of (and premium, if any) and interest, if any, on or any Additional Amounts with respect to, the Securities of the series shall be payable if other than the currency of the United States, which may be different for principal, premium, if any, and interest;
(15) if the principal of (and premium, if any) or interest, if any, on or any Additional Amounts with respect to, the Securities of the series are to be payable, at the election of the Company or a Holder thereof or otherwise, in a Currency or Currencies other than that in which the Securities are stated to be payable, the Currency or Currencies in which payment of the principal of (and premium, if any) or interest on or any Additional Amounts with respect to Securities of such series as to which such election is made shall be payable, and the period or periods within which, and the terms and conditions upon which, such election may be made;
(16) if the amount of payments of principal of (and premium, if any) or interest, if any, on or any premium or interest on any Additional Amounts with respect to, the Securities of the series may be determined with reference to an index index, formula or formulaother method or methods, the manner in which such amounts shall be determined;
(1117) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2502;
(1218) if any Event of Default or covenant of the principal amount payable at Company with respect to the Stated Maturity of any Securities of the series will series, if not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined)set forth herein;
(1319) the application, if any, of whether either or both of Section 13.2 1302 and Section 13.3 1303 shall not apply to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidencedseries;
(1420) whether the Securities of the series shall be issuable issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (Securities, which Depositary shall be, if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name ofthen required by applicable law or regulation, a Person other than clearing agency registered under the Depositary for such Global Security or its nominee and in which any such transfer may be registeredSecurities Exchange Act of 1934, as amended;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(1821) any other terms of the series, including the covenants to be applicable to Securities of such seriesseries (which terms shall not be inconsistent with the provisions of this Indenture); and
(22) if not the Trustee, the identity of each Security Registrar, Paying Agent or of any specified tenor thereofAuthenticating Agent with respect to such Securities. All Securities of any one series and Coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except as to Currency of payments due thereunder, denomination and rate or rates of interest, if any, the method or methods, if any, by which such rate or rates are to be determined and Maturity, the date from which interest, if any shall accrue and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3303) set forth, or determined in the manner provided, forth in the Officers’ ' Certificate referred to above or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the All Securities of any seriesone series need not be issued at one time and, at the option unless otherwise provided, a series may be reopened for issuances of the Company, interest on the additional Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerseries. If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series. If all of the Securities of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security of such series.
Appears in 3 contracts
Samples: Indenture (Nationwide Health Properties Inc), Indenture (Nationwide Health Properties Inc), Indenture (Nationwide Health Properties Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.33.03, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the same series pursuant to Section 3.43.04, 3.53.05, 3.6, 9.6, 3.06 or 11.7 9.06 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andand the applicability, if other than by a Board Resolution, the manner in which any election by the Company nonapplicability or variation of Article XI with respect to redeem the Securities shall be evidencedof such series;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of or any premium or interest on any Securities of the series will not is to be determinable as payable, at the election of any the Company or a Holder thereof, in one or more dates prior currencies or currency units other than that or those in which the Securities are stated to the Stated Maturitybe payable, the amount currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be deemed payable, and the periods within which and the terms and conditions upon which such election is to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined)made;
(13) the applicationif and as applicable, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 3.05 in which any such Global Security may be transferred to, and registered and exchanged for, for Securities registered in the name of, a Person other than the Depositary for such Global Security or its a nominee thereof and in which any such transfer may be registered;
(1514) any Authenticating Agents, Paying Agents, addition to or any other agents with respect change in the Events of Default set forth in Section 5.01 which applies to the Securities of the series;
(1615) any if other covenant or warranty included for than the benefit principal amount thereof, the portion of the principal amount of Securities of the series in which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;
(16) any addition to (and not inconsistent with) those included or change in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of covenants set forth in Article X which applies to Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition tothe applicability, deletion fromnonapplicability, or change in variation of Article XII with respect to the Events Securities of Default which applies to any such Series;
(18) if applicable, that the Securities of the series and shall be subject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of Securities that is convertible into Common Stock as provided in Article XIV or convertible into or exchangeable for any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable other securities pursuant to Section 5.23.01(20) shall be subject to Defeasance pursuant to Section 13.02;
(19) the terms and conditions, if any, pursuant to which the Securities are convertible into Common Stock of the Company pursuant to Article XIV, and any variation thereof;
(20) the terms and conditions, if any, pursuant to which the Securities are convertible into or exchangeable for any other securities; and
(1821) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (and, subject to Section 3.3) 3.03, set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the series. The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities:
(A) may have a different issue date from such series of Outstanding Securities;
(B) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(C) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 3 contracts
Samples: Indenture (Susquehanna Bancshares Inc), Indenture (Susquehanna Capital IV), Indenture (Susquehanna Bancshares Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions of the Board of Directors and set forth in a Board Resolution and, subject to Section 3.3, set forthResolution, or determined in to the manner provided, extent established pursuant to (rather than set forth in) such Board Resolution in an Officers’ ' Certificate pursuant to a Board Resolution or indenture supplemental to this Indenturedetailing such establishment, or and/or established in one or more indentures supplemental to this Indenturehereto, prior to the initial issuance of Securities of any series,
(1) the title designation of the Securities of the series (which shall distinguish the may be part of a series of Securities of the series from Securities of any other seriespreviously issued);
(2) any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of and transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.42.8, 3.52.9, 3.6, 9.6, 2.11 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture12.3);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (of, and premium, if any) of , on the Securities of the series is payable;
(54) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined and the Regular Record Date for any basis on which interest payable on any Interest Payment Dateshall be calculated if other than a 360-day year consisting of twelve 30-day months;
(65) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of of, and premium, if any, or any premium and interest on Securities of the series shall be payablepayable (if other than as provided in Section 3.2);
(76) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andIssuer, if other than by a Board Resolution, the manner in which pursuant to any election by the Company to redeem the Securities shall be evidencedsinking fund or otherwise;
(8) 7) the obligation, if any, of the Company Issuer to redeem, purchase, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of thereof and the Security, price or prices at which and the period or periods within which, the price or prices at which, which and the any terms and conditions upon which Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(9) 8) if other than denominations of $1,000 and integral multiples any multiple of such denomination$1,000 thereafter, the denomination or denominations in which Securities of the series shall be issuable;
(9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(10) the currency or currencies or currency unit or currency units in which the Securities of that series are denominated (including but not limited to Dollars, any Foreign Currency or ECU) and the aggregate principal amount of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration and transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to this Indenture);
(11) if other than the currency or currencies or currency unit or currency units in which the Securities of that series are denominated, the currency or currencies or currency unit or currency units in which payment of the principal of, premium, if any, or interest on the Securities of such series shall or may be payable;
(12) if the principal of, premium, if any, or interest on the Securities of such series are to be payable, at the election of the Issuer or a holder thereof, in a currency or currencies or currency unit or currency units other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;
(13) if the amount of payments of principal of or any premium or of, premium, if any, and interest on any the Securities of the series may be determined with reference to an index based on a currency or formula, the manner currencies or currency unit or currency units other than that in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such caseare denominated, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall are to be issuable in whole convertible or in part in exchangeable for other securities of the form of one Issuer or more Global Securities and, in such case, any other Person and the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), terms and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registeredconditions thereof;
(15) whether any Authenticating Agentsof the Securities of the series will be issuable as Global Securities;
(16) any trustees, Paying Agentsdepositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(1817) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the this Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series).
Appears in 3 contracts
Samples: Indenture (Unisys Corp), Indenture (Unisys Corp), Indenture (Unisys Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There The terms of each series of Securities shall be established in either by a Board Resolution of the Issuer or by an Officer’s Certificate of the Issuer delivered pursuant to authority granted by a Board Resolution or by a supplemental indenture. If any of the terms of the series, including the form of Security of such series, are established by action taken pursuant to a Board Resolution andof the Issuer, subject a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee for the Securities of such series at or prior to the delivery of the Company Order contemplated by Section 3.3303 for the authentication and delivery of such series of Securities. If the terms of a series of Securities are to be established pursuant to an Officer’s Certificate, set forthone or more duly appointed officers of the Issuer shall execute and deliver to the Trustee such Officer’s Certificate, or determined in acting pursuant to authority granted to such officers by the manner provided, in an Officers’ Certificate Board of Directors of the Issuer. If the terms of a series of Securities are to be established pursuant to a supplemental indenture, such supplemental indenture shall be entered into in accordance with the provisions of Section 901 hereof. Such Board Resolution or Officer’s Certificate or supplemental indenture supplemental to this Indenture, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of (including any series,exhibits thereto) shall establish:
(1) the title of the Securities of the that series (which shall distinguish the Securities of the that series from Securities all other series of any other seriesSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the that series pursuant to Section 3.4Sections 304, 3.5305, 3.6306, 9.6906, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture1107);
(3) whether the Person to whom Securities of that series rank as senior Securities or subordinated Securities and the terms of any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interestsubordination;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the that series is payable;
(5) the rate or rates (or the manner of calculation thereof) at which the Securities of the that series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of (and any premium premium, if any, on) and interest interest, if any, on Securities of the that series shall be payablepayable and where such Securities may be registered or transferred;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the that series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedIssuer;
(8) the obligation, if any, of the Company Issuer to redeem, purchase, redeem or repay purchase Securities of the that series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Securitythereof, and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the that series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) the right, if any, of the Issuer to redeem or purchase Securities of that series and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such right;
(10) if other than denominations of $1,000 2,000 and integral multiples of such denomination$1,000 in excess thereof, the denomination or denominations in which Securities of the that series shall be issuable;
(1011) if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;
(12) if other than such coin or currency of the United States of America, the currency or currency unit in which payment of the principal of (or premium, if any, on) or interest, if any, on the Securities of that series shall be payable or in which the Securities of that series shall be denominated and the particular provisions applicable thereto;
(13) if the principal of (and premium, if any, on) or interest, if any, on the Securities of that series are to be payable, at the election of the Issuer, the Guarantors or a Holder thereof, in a coin or currency other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;
(14) if the amount of payments of principal of (and premium, if any, on) or any premium or interest interest, if any, on any the Securities of the that series may be determined with reference to an index based on a coin or formulacurrency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(1115) if other than the principal amount any provisions permitted by this Indenture relating to Events of Default or covenants of the Securities of the series, the portion of the principal amount Issuer or any Guarantor with respect to such series of Securities which shall be payable upon declaration (including deletions therefrom, modifications thereof or additions thereto, whether or not consistent with the Events of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one Default or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determinedcovenants set forth herein);
(1316) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the U.S. Depositary for such Global Security or its nominee and Securities; the manner in which any such transfer and the circumstances under which Global Securities representing Securities of that series may be registered;
(15) any Authenticating Agentsexchanged for Securities in definitive form, Paying Agentsif other than, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (to, the manner and not inconsistent with) those included circumstances specified in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such seriesSection 305;
(17) whether the Securities of that series will be convertible into Common Shares of the Issuer and/or exchangeable for other Securities, including ordinary shares of IR Parent, and if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, and any addition to, deletion from, deletions from or change modifications or additions to this Indenture to permit or to facilitate the issuance of such convertible or exchangeable Securities or the administration thereof;
(18) the applicability of any guarantees other than the Guarantee of IR Parent in the Events case of Default which applies to any Securities issued by the Company as set forth herein;
(19) whether the Securities of that series will be secured by any collateral and, if so, the series terms and any change in the right conditions upon which such Securities shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of the Trustee Issuer or the requisite Holders any Guarantor of such Securities;
(20) if a Person other than The Bank of New York Mellon is to act as Trustee for the Securities to declare of that series, the principal amount name and location of the Corporate Trust Office of such Trustee;
(21) the Issuer of such series of Securities;
(22) any provisions for the transfer and legending of the Securities due and payable pursuant to Section 5.2of that series; and
(1823) any other terms of that series (which terms shall not be inconsistent with the Securities provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one particular series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) of the Issuer or set forth, or determined forth in the manner provided, in the Officers’ such Officer’s Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the serieshereto.
Appears in 3 contracts
Samples: Indenture (Ingersoll-Rand PLC), Indenture (Ingersoll Rand Co LTD), Indenture (Ingersoll-Rand PLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Sixteen. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenture, hereto prior to the issuance of any Securities of any a series,
(1) the title of the such Securities of and the series (in which such Securities shall distinguish the Securities of the series from Securities of any other series)be included;
(2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the such series pursuant to Section 3.4304, 3.5305, 3.6306, 9.6905 or 1107, or 11.7 and except for upon repayment in part of any Securities which, Security of such series pursuant to Section 3.3, are deemed never Article Thirteen or upon surrender in part of any Security for conversion or exchange into Common Stock or other securities pursuant to have been authenticated and delivered under this Indentureits terms);
(3) if such Securities are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer Securities and Registered Securities, and whether the Bearer Securities are to be issuable with Coupons, without Coupons or both, and any restrictions applicable to the offer, sale or delivery of the Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa;
(4) if any of such Securities are to be issuable in global form, when any of such Securities are to be issuable in global form and (i) whether such Securities are to be issued in temporary or permanent global form or both, (ii) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 305, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any global Security;
(5) if any of such Securities are to be issuable as Bearer Securities, the date as of which any such Bearer Security shall be dated (if other than the date of original issuance of the first of such Securities to be issued);
(6) if any of such Securities are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form payable in respect of an Interest Payment Date therefor prior to the exchange, if any, of such temporary Bearer Security for definitive Securities shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date;
(7) the date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the principal of such Securities is payable;
(8) the rate or rates at which such Securities shall bear interest, if any, or the method or methods, if any, by which such rate or rates are to be determined, the date or dates, if any, from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determined, the Interest Payment Dates, if any, on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such Securities or any of them shall be payable, the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving such notice, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(9) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of, any premium and interest on or any Additional Amounts with respect to such Securities shall be payable, any of such Securities that are Registered Securities may be surrendered for registration of transfer or exchange, any of such Securities may be surrendered for conversion or exchange and notices or demands to or upon the Company in respect of such Securities and this Indenture may be served;
(10) whether any of such Securities are to be redeemable at the option of the Company and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities may be redeemed, in whole or in part, at the option of the Company;
(11) if the Company is obligated to redeem or purchase any of such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder thereof and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $1,000 and any integral multiple thereof, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(13) whether the Securities of the series will be convertible into shares of Common Stock and/or exchangeable for other securities, and if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, and any deletions from or modifications or additions to this Indenture to permit or to facilitate the issuance of such convertible or exchangeable Securities or the administration thereof;
(14) if other than the principal amount thereof, the portion of the principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion is to be determined;
(15) if other than Dollars, the Foreign Currency in which payment of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payable;
(16) if the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities are to be payable, at the election of the Company or a Holder thereof or otherwise, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be payable, the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be payable and the Currency in which such Securities or any of them are to be paid pursuant to such election, and any deletions from or modifications of or additions to the terms of this Indenture to provide for or to facilitate the issuance of Securities denominated or payable, at the election of the Company or a Holder thereof or otherwise, in a Foreign Currency;
(17) whether the amount of payments of principal of, any premium or interest on or any Additional Amounts with respect to such Securities may be determined with reference to an index, formula or other method or methods (which index, formula or method or methods may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts shall be determined and paid or payable;
(18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to any of such Securities (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein), and whether Section 1007 shall be applicable with respect to any such additional covenants;
(19) if either or both of Section 402(2) relating to defeasance or Section 402(3) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 402(3) relating to the Securities of such series which shall be subject to covenant defeasance, and any deletions from, or modifications or additions to, the provisions of Article Four in respect of the Securities of such series;
(20) if any of such Securities are to be issuable upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered;
(21) if any of such Securities are to be issuable in global form and are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;
(22) if there is more than one Trustee, the identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to such Securities;
(23) the Person to whom any interest on a any Registered Security of the such series shall be payable, if other than the Person in whose name that the Registered Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date manner in which, or dates from which the Person to whom, any interest on any Bearer Security of such interest shall accrue, the Interest Payment Dates on which any such interest series shall be payable, if other than upon presentation and surrender of the Coupons appertaining thereto as they severally mature, and the Regular Record Date for extent to which, or the manner in which, any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall a temporary global Security will be payable;
(7) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, paid if other than by a Board Resolution, in the manner provided in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(1824) any other terms of the such Securities and any deletions from or modifications or additions to this Indenture in respect of such series, or of any specified tenor thereofSecurities. All Securities of any one series and all Coupons, if any, appertaining to Bearer Securities of such series shall be substantially identical except as to Currency of payments due thereunder, denomination and the rate of interest, or method of determining the rate of interest, if any, Maturity, and the date from which interest, if any, shall accrue and except as may otherwise be provided by the Company in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, forth in the Officers’ ' Certificate referred to above or in any indenture or indentures supplemental hereto pertaining to the Indenturesuch series of Securities. Unless otherwise provided with respect to the Securities The terms of any series, at the option of the Company, interest on the Securities of any series may provide, without limitation, that bears interest the Securities shall be authenticated and delivered by the Trustee on original issue from time to time upon telephonic or written order of persons designated in the Officers' Certificate or supplemental indenture (telephonic instructions to be promptly confirmed in writing by such person) and that such persons are authorized to determine, consistent with such Officers' Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers' Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so provided by the Company as contemplated by this Section 301, a series may be paid by mailing a check reopened for issuances of additional Securities of such series or to the address establish additional terms of the Person entitled to such interest as such address shall appear in the Security Registerseries of Securities. If any of the terms of the Securities of any series are shall be established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action the Board Resolution shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of the such series.
Appears in 3 contracts
Samples: Indenture (Bay View Capital Corp), Indenture (Bay View Capital Corp), Indenture (Bay View Capital I)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more seriesseries and shall be designated as Senior Securities, Senior Subordinated Securities or Junior Subordinated Securities. Senior Securities are unsubordinated, shall rank equally and pari passu with all of the Company’s Senior Indebtedness and senior to all Subordinated Securities. Senior Subordinated Securities shall rank junior to the Company’s Senior Indebtedness, equally and pari passu with all other Senior Subordinated Indebtedness and senior to any Junior Subordinated Indebtedness. Junior Subordinated Securities shall rank junior to the Company’s Senior Indebtedness and any Senior Subordinated Indebtedness and equally and pari passu with all other Junior Subordinated Indebtedness. There shall be established in one or more Board Resolutions or pursuant to a authority granted by one or more Board Resolution Resolutions and, subject to Section 3.33.03, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (15) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series when issued from time to time):
(1) the title of the Securities of the series including CUSIP numbers (which shall distinguish the Securities of the such series from Securities all other series of any other seriesSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.69.06, 11.07 or 11.7 13.05, and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest date or dates, or the method by which such date or dates will be determined or extended, on a Security which the principal of the Securities of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrueaccrue or the method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall will be payable, payable and the Regular Record Date Date, if any, for any the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date shall be determined, and the basis upon which such interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(65) the place or places places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and any premium premium, if any) and interest interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;
(76) the period or periods within which, or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, if other than by a Board Resolution, the manner in which any election by the Company is to redeem have the Securities shall be evidencedoption;
(8) 7) the obligation, if any, of the Company to redeem, purchase, repay or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision or at the option of a Holder of the Securitythereof, and the period or periods within which or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and the other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) 8) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable;
(9) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;
(10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02, upon redemption of the Securities of the series which are redeemable before their Stated Maturity, upon surrender for repayment at the option of the Holder, or which the Trustee shall be entitled to claim pursuant to Section 504 or the method by which such portion shall be determined;
(11) if other than Dollars, the Currency or Currencies in which payment of the principal of (or premium, if any) or interest, if any, on the Securities of the series shall be made or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;
(12) whether the amount of payments of principal of (or any premium premium, if any) or interest interest, if any, on any the Securities of the series may be determined with reference to an index index, formula or formulaother method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;
(1113) whether the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in one or more Currencies other than that in which such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency or Currencies in which such Securities are denominated or stated to be payable and the Currency or Currencies in which such Securities are to be paid, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;
(14) provisions, if any, granting special rights to the Holders of Securities of the series, including, without limitation, with respect to any collateral securing such Securities;
(15) any deletions from, modifications of or additions to the Events of Default or covenants (including any deletions from, modifications of or additions to any of the provisions of Section 10.07) of the Company with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(16) whether Securities of the series are to be issuable as Registered Securities, whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series in certificated form and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 3.05, and if Securities of the series are to be issuable as a global Security, the identity of the depository for such series;
(17) the date as of which any temporary global Security representing Outstanding Securities of the series shall be dated if other than the principal amount date of original issuance of the first Security of the series to be issued;
(18) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.04; and the extent to which, or the manner in which, any interest payable on a permanent global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.07;
(19) the applicability, if any, of Sections 14.02 and/or 14.03 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen;
(20) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions;
(21) whether, under what circumstances and the Currency in which, the Company will pay Additional Amounts as contemplated by Section 10.04 on the Securities of the series to any Holder who is not a United States Person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(22) the designation of the initial Exchange Rate Agent, if any;
(23) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;
(24) if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;
(25) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture or the requirements of the Trust Indenture Act);
(26) the guarantors, if any, of the Securities of the series, and the portion extent of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant guarantees (including provisions relating to Section 5.2;
(12) if seniority, subordination, and the principal amount payable at the Stated Maturity of any Securities release of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determinedguarantors);
(13) the application, if any, and any additions or changes to permit or facilitate guarantees of either or both of Section 13.2 and Section 13.3 to such Securities; and
(27) if the Securities of the series (including, in the case of Section 13.3are to be listed on a securities exchange, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities of such series, or of any specified tenor thereofexchange. All Securities of any one series shall be substantially identical except except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.33.03) and set forth, or determined in the manner provided, forth in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the All Securities of any series, one series need not be issued at the option same time and, unless otherwise provided, a series may be reopened, without the consent of the CompanyHolders, interest on the for issuances of additional Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerseries. If any of the terms of the Securities of any series are established by action taken pursuant to a one or more Board ResolutionResolutions, a copy of an appropriate record of such action action(s) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or supplemental indenture setting forth the terms of the Securities of such series.
Appears in 2 contracts
Samples: Indenture (TCP Capital Corp.), Indenture (TCP Capital Corp.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates (which may be fixed or variable), or the method of determination thereof, at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples in excess of such denominationdenominations, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.1(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Corporate Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 2 contracts
Samples: Indenture (Privatebancorp, Inc), Indenture (Privatebancorp, Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples in excess of such denominationdenominations, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.1(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 2 contracts
Samples: Indenture (Huntington Bancshares Inc/Md), Indenture (Huntington Capital Iii)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more seriesseries and shall be designated as Senior Securities, Senior Subordinated Securities or Junior Subordinated Securities. Senior Securities are unsubordinated, shall rank equally and pari passu with all of the Company’s Senior Indebtedness and senior to all Subordinated Securities. Senior Subordinated Securities shall rank junior to the Company’s Senior Indebtedness, equally and pari passu with all other Senior Subordinated Indebtedness and senior to any Junior Subordinated Indebtedness. Junior Subordinated Securities shall rank junior to the Company’s Senior Indebtedness and any Senior Subordinated Indebtedness and equally and pari passu with all other Junior Subordinated Indebtedness. There shall be established in one or more Board Resolutions or pursuant to a authority granted by one or more Board Resolution Resolutions and, subject to Section 3.33.03, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (15) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series when issued from time to time):
(1) the title of the Securities of the series including CUSIP numbers (which shall distinguish the Securities of the such series from Securities all other series of any other seriesSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.69.06, 11.07 or 11.7 13.05, and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest date or dates, or the method by which such date or dates will be determined or extended, on a Security which the principal of the Securities of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrueaccrue or the method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall will be payable, payable and the Regular Record Date Date, if any, for any the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date shall be determined, and the basis upon which such interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(65) the place or places places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and any premium premium, if any) and interest interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;
(76) the period or periods within which, or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, if other than by a Board Resolution, the manner in which any election by the Company is to redeem have the Securities shall be evidencedoption;
(8) 7) the obligation, if any, of the Company to redeem, purchase, repay or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision or at the option of a Holder of the Securitythereof, and the period or periods within which or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and the other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) 8) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination or denominations in which any Bearer Securities of the series shall be issuable;
(9) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;
(10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02, upon redemption of the Securities of the series which are redeemable before their Stated Maturity, upon surrender for repayment at the option of the Holder, or which the Trustee shall be entitled to claim pursuant to Section 504 or the method by which such portion shall be determined;
(11) if other than Dollars, the Currency or Currencies in which payment of the principal of (or premium, if any) or interest, if any, on the Securities of the series shall be made or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;
(12) whether the amount of payments of principal of (or any premium premium, if any) or interest interest, if any, on any the Securities of the series may be determined with reference to an index index, formula or formulaother method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;
(1113) whether the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in one or more Currencies other than that in which such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency or Currencies in which such Securities are denominated or stated to be payable and the Currency or Currencies in which such Securities are to be paid, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;
(14) provisions, if any, granting special rights to the Holders of Securities of the series, including, without limitation, with respect to any collateral securing such Securities;
(15) any deletions from, modifications of or additions to the Events of Default or covenants (including any deletions from, modifications of or additions to any of the provisions of Section 10.07) of the Company with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(16) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa (if permitted by applicable laws and regulations), whether any Securities of the series are to be issuable initially in temporary global form with or without coupons and whether any Securities of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series in certificated form and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 3.05, whether Registered Securities of the series may be exchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), whether Bearer Securities of the series may be exchanged for Registered Securities of the series, and the circumstances under which and the place or places where such exchanges may be made and if Securities of the series are to be issuable as a global Security, the identity of the depository for such series;
(17) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the principal amount date of original issuance of the first Security of the series to be issued;
(18) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.04; and the extent to which, or the manner in which, any interest payable on a permanent global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.07;
(19) the applicability, if any, of Sections 14.02 and/or 14.03 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen;
(20) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions;
(21) whether, under what circumstances and the Currency in which, the Company will pay Additional Amounts as contemplated by Section 10.04 on the Securities of the series to any Holder who is not a United States Person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(22) the designation of the initial Exchange Rate Agent, if any;
(23) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;
(24) if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;
(25) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture or the requirements of the Trust Indenture Act);
(26) the guarantors, if any, of the Securities of the series, and the portion extent of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant guarantees (including provisions relating to Section 5.2;
(12) if seniority, subordination, and the principal amount payable at the Stated Maturity of any Securities release of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determinedguarantors);
(13) the application, if any, and any additions or changes to permit or facilitate guarantees of either or both of Section 13.2 and Section 13.3 to such Securities; and
(27) if the Securities of the series (including, in the case of Section 13.3are to be listed on a securities exchange, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities of such series, or of any specified tenor thereofexchange. All Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.33.03) and set forth, or determined in the manner provided, forth in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the All Securities of any series, one series need not be issued at the option same time and, unless otherwise provided, a series may be reopened, without the consent of the CompanyHolders, interest on the for issuances of additional Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerseries. If any of the terms of the Securities of any series are established by action taken pursuant to a one or more Board ResolutionResolutions, a copy of an appropriate record of such action action(s) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or supplemental indenture setting forth the terms of the Securities of such series.
Appears in 2 contracts
Samples: Indenture (Prospect Capital Corp), Indenture (Prospect Capital Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolution, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2) any limit the limit, if any, upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal of (and premium, if any, on) of the Securities of the series is payable;
(54) the rate or rates rates, if any, at which the Securities of the series shall bear interest, if anyinterest (or the method of determining such rate or rates), the date or dates from which such interest shall accrue, the Interest Payment Dates date or dates on which any such interest shall be payable, payable and the Regular Record Date record date or dates for any the interest payable on any Interest Payment Datepayable;
(65) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of (and any premium premium, if any) and interest on Securities of the series shall be payable;
(76) the period or periods within which or the date or dates on which, if any, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) 7) the obligation, if any, of the Company to redeem, purchase, repay or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, Securityholder thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples of such denomination, 8) the denomination or denominations in price at which Securities of any one series are or may be converted into shares of Capital Stock of the series shall be issuableCompany;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(119) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2the maturity thereof;
(1210) if the principal amount payable at the Stated Maturity of whether any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed are to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable issued in whole or in part in the form of one or more Global Securities and, in such caseif so, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee Securities (which Depositary shall be, if then required by applicable law or regulation, a clearing agency registered under the Exchange Act and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.applicable statute or
Appears in 2 contracts
Samples: Indenture (Assisted Living Concepts Inc), Indenture (Assisted Living Concepts Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or established in one or more indentures supplemental to this IndentureThe terms of each series of Securities shall, prior to the issuance of Securities of any such series,, be either:
(i) established in an Establishment Action; or
(ii) established in one or more indentures supplemental hereto. Such Establishment Action or supplemental indenture shall provide:
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series)) and a statement that the Securities will be offered pursuant to this Indenture;
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.6, 9.06 or 11.7 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
(5) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and and/or any premium and or interest on any Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, the currency or currencies (including currency units) in which and the other terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an any commodities, currencies or indices, values, rates or prices or any other index or formula, the manner in which such amounts shall be determined;
(11) if other than Dollars, the currency, currencies or currency units, or the form, including equity securities, other debt securities (including Securities), warrants or any other securities or property of the Company or any other Person, in which the principal amount of the or any premium or interest on any Securities of the seriesseries shall be payable and, if in a currency, currencies or currency unit other than Dollars, the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.25.02;
(1214) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1315) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in the case of whole or any specified part, shall be defeasible pursuant to Section 13.313.02 or Section 13.03 or both such Sections (or, the covenants and any Events of Default not specified therein that are subject theretoif defeasible by another method, such other method) and, if other than by an action pursuant to a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease such Securities shall be evidenced;
(1416) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 2.04 and any circumstances other than in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 3.05 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such seriesthereof;
(17) any addition to, deletion from, to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.25.02;
(18) any addition to or change in the covenants set forth in Article X which applies to Securities of the series;
(19) any restrictions or other provisions with respect to the transfer or exchange of Securities of the series, which may amend, supplement, modify or supersede those contained in this Article III;
(20) if the Securities are subordinate other than in accordance with Article XIV, such other subordination provisions;
(21) if the Securities of the series are to be convertible into or exchangeable for capital stock, other debt securities (including Securities), warrants, other equity securities or any other securities or property of the Company or any other Person, at the option of the Company or the Holder or upon the occurrence of any condition or event, the terms and conditions for such conversion or exchange; and
(1822) any other terms of the Securities series (which terms shall not be prohibited by the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate Establishment Action referred to above or in any indenture supplemental hereto. The Company shall provide to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, Trustee a copy of an appropriate record of any such action Establishment Action. The Securities shall be certified by the Secretary or an Assistant Secretary subordinated in right of the Company and delivered payment to the Trustee at or prior Senior Debt as provided in Article XIV and/or as specified as contemplated pursuant to the delivery of the Officers’ Certificate setting forth the terms of the seriesthis Section.
Appears in 2 contracts
Samples: Indenture (Marathon Petroleum Corp), Indenture (Marathon Petroleum Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1a) the title of the Securities of the such series (which shall distinguish the Securities of the such series from Securities of any all other seriesSecurities);
(2b) any limit upon the aggregate principal amount of the Securities of the such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the such series pursuant to Section 3.4Sections 2.6, 3.52.8, 3.62.9, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture3.6 or 10.4);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4c) the date or dates on which the principal (and premium, if any) , of the Securities of the such series is payable;
(5d) the rate or rates rates, or the method of determination thereof, at which the Securities of the such series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates interest payment dates on which any such interest shall be payable and, if other than as set forth in Section 2.4, the record dates for the determination of holders to whom interest is payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6e) the place or places in addition to the office or agency of the Company in Denver, Colorado or the Borough of Manhattan, The City of New York, where the principal required to be maintained pursuant to Section 4.2, any other Place of and any premium and interest on Securities of the series shall be payablePayment;
(7f) the period Specified Currency of the Securities of such series;
(g) the currency or periods within whichcurrencies in which payments on the Securities of such series are payable, if other than the Specified Currency;
(h) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the such series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) i) the obligation, if any, of the Company to redeem, purchase, purchase or repay Securities of the such series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of holder thereof and the Security, price at which or process by which and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the such series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(9j) if other than minimum denominations of $2,000 and any integral multiple of $1,000 and integral multiples of such denominationin excess thereof, the denomination or denominations in which Securities of the such series shall be issuable;
(10k) if other than the principal amount thereof, the portion of the principal amount of Securities of such series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.1;
(l) if the principal of or interest on the Securities of such series are to be payable, at the election of the Company or a holder thereof, in a coin or currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made;
(m) if the amount of payments of principal of or any premium or and interest on any the Securities of the such series may be determined with reference to an index based on a coin or formulacurrency other than the Specified Currency, the manner in which such amounts shall be determined;
(11n) any addition to, or modification of, any Events of Default set forth in Article 6 with respect to the Securities of such series, and whether any such additional or modified Events of Default shall be subject to covenant defeasance under Section 12.2;
(o) if other than the principal amount rate of interest stated in the title of the Securities of the such series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2applicable Overdue Rate;
(12p) if in the principal amount payable at the Stated Maturity case of any Securities series of the series will not be determinable as of any one or more dates prior to the Stated Maturitynon-interest bearing Securities, the amount which shall be deemed to be the principal amount applicable dates for purposes of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determinedSection 5.1(a);
(13q) if other than U.S. Bank National Association is to act as Trustee for the applicationSecurities of such series, the name and Principal Office of such Trustee;
(r) if any, of either or both of Section 13.2 and 12.2(b) or Section 13.3 12.2(c) do not apply to the any Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidencedseries;
(14s) whether the if applicable, that any Securities of the such series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or name of the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 2.12 and any circumstances other than in addition to or in lieu of those set forth in clause (b) of Section 3.5 2.6 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registeredthereof;
(15t) any Authenticating Agents, Paying Agentsaddition to, or modification of, any other agents covenants set forth in Article 4 with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of and whether any such additional or modified covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies shall be subject to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to covenant defeasance under Section 5.212.2(c); and
(18u) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination denomination, and except as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenturehereto. Unless Notwithstanding Section 2.2(b) herein and unless otherwise expressly provided with respect to a series of Securities, the Company may, from time to time, without the consent of the Securityholders of Securities of a particular series, reopen such series of Securities and issue additional Securities (“Additional Securities”) of such series having the same ranking and the same interest rate, maturity and other terms as the Securities of any such series, at except for the option of public offering price, the Companyissue date and, if applicable, the initial interest on payment date and initial interest accrual date. Any such Additional Securities, together with the initial Securities of any such series, shall constitute a single series of Securities under this Indenture; provided that bears interest may be paid by mailing a check to if the address of Additional Securities are not fungible for U.S. federal income tax purposes with the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record initial Securities of such action series, the Additional Securities shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.issued under a separate CUSIP
Appears in 2 contracts
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.33.03, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the same series pursuant to Section 3.43.04, 3.53.05, 3.6, 9.6, 3.06 or 11.7 9.06 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andand the applicability, if other than by a Board Resolution, the manner in which any election by the Company nonapplicability or variation of Article XI with respect to redeem the Securities shall be evidencedof such series;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of or any premium or interest on any Securities of the series will not is to be determinable as payable, at the election of any the Company or a Holder thereof, in one or more dates prior currencies or currency units other than that or those in which the Securities are stated to the Stated Maturitybe payable, the amount currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be deemed payable, and the periods within which and the terms and conditions upon which such election is to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined)made;
(13) the applicationif and as applicable, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 3.05 in which any such Global Security may be transferred to, and registered and exchanged for, for Securities registered in the name of, a Person other than the Depositary for such Global Security or its a nominee thereof and in which any such transfer may be registered;
(1514) any Authenticating Agents, Paying Agents, addition to or any other agents with respect change in the Events of Default set forth in Section 5.01 which applies to the Securities of the series;
(1615) any if other covenant or warranty included for than the benefit principal amount thereof, the portion of the principal amount of Securities of the series in which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;
(16) any addition to (and not inconsistent with) those included or change in this Indenture for the benefit of covenants set forth in Article X which applies to Securities of all the series;
(17) the applicability, nonapplicability, or any other covenant or warranty included for variation of Article XII with respect to the benefit Securities of such Series;
(18) if applicable, that the Securities of the series shall be subject to either or both of Defeasance or Covenant Defeasance as provided in lieu of any covenant or warranty included in this Indenture for the benefit Article XIII; provided that no series of Securities of all series (including any covenant contained that is convertible into Common Stock as provided in Article X), XIV or convertible into or exchangeable for any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article Xother securities pursuant to Section 3.01(21) shall not be for subject to Defeasance pursuant to Section 13.02;
(19) the benefit terms and conditions, if any, pursuant to which the Securities are convertible into Common Stock of Securities of such seriesthe Company pursuant to Article XIV, or and any change variation thereof;
(20) any addition to or combination of change in the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies XV with respect to the Securities of such series;
(1721) any addition tothe terms and conditions, deletion fromif any, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2which the Securities are convertible into or exchangeable for any other securities; and
(1822) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (and, subject to Section 3.3) 3.03, set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the series. The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities:
(A) may have a different issue date from such series of Outstanding Securities;
(B) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(C) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 2 contracts
Samples: Indenture (Susquehanna Capital IV), Indenture Agreement (Susquehanna Bancshares Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued at any time and from time to time in one or more series. There shall be established in or pursuant to a Board Resolution andestablished, subject to Section 3.3at the Company’s option, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or established (i) in one or more Board Resolutions, (ii) in an Officer’s Certificate or (iii) in one or more supplemental indentures supplemental to this Indenturehereto, in each case, prior to the issuance of Securities of any series,, any or all of the following, as applicable:
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4Sections 3.04, 3.53.05, 3.63.06, 9.69.06, 11.08 or 11.7 14.03 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) if the Person to whom any interest on a Security Securities of the series are not denominated in Dollars, the Foreign Currency or Foreign Currencies in which such Securities are denominated, the manner in which the Dollar equivalent of the principal amount of each such Security is to be determined upon original issuance and, if any payment of principal of (or premium, if any) or interest, if any, on or any other amount in respect of the Securities of the series is not payable in Dollars, the Foreign Currency or Foreign Currencies in which such payment shall be payable, if other than payable and the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interestparticular provisions applicable thereto;
(4) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of (and premium, if any, on) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date Date, if any, for any the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date or dates shall be determined and the manner of computing interest, if any, if other than as specified in the last paragraph of Section 3.07;
(6) the place or places in addition where, subject to the Borough of ManhattanSection 10.02, The City of New York, where the principal of (and any premium premium, if any) and interest interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served and where notices to Holders pursuant to Section 1.06 will be published;
(7) the period or periods within which, the price or prices at which, the Foreign Currency or Foreign Currencies, if any, in which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, if other than by a Board Resolution, the manner in which pursuant to any election by the Company to redeem the Securities shall be evidencedsinking fund or otherwise;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, the Foreign Currency or Foreign Currencies, if any, in which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Registered Securities of the series shall be issuable; and the denominations in which Bearer Securities of such series shall be issuable if other than $10,000 and any integral multiple thereof;
(10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion shall be determined;
(11) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities or both, whether Bearer Securities of the series are to be issuable with or without coupons or both, whether and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series, if other than as provided herein, and, in the case of Bearer Securities (or any temporary Global Security representing the same), the date as of which such Bearer Securities shall be dated if other than the date of original issuance of the first Security of such series of like tenor and term to be issued;
(12) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, the Depositary for such Global Security or Securities, whether such global form shall be permanent or temporary and, if so, whether beneficial owners of interests in any such Permanent Global Security may exchange such interests for Securities of such series in certificated form and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in this Article Three, and, if applicable, the Exchange Date;
(13) whether and under what circumstances, and the terms and conditions on which, the Company will pay additional amounts on the Securities of the series in respect of any tax, assessment or governmental charge withheld or deducted and whether the Company will have the option to redeem such Securities rather than pay such additional amounts or to redeem such Securities in the event of the imposition of any certification, documentation, information or other reporting requirement and, if so, under what circumstances and the terms and conditions on which the Company may exercise such option;
(14) if the amount of payments of principal of (or any premium premium, if any) or interest interest, if any, on any Securities of the series may be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1315) the applicationPerson to whom interest, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and on any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities Registered Security of the series shall be issuable payable, if other than the Person in whole whose name such Security (or in part in the form of one or more Global Securities and, in Predecessor Securities) is registered at the close of business on the Regular Record Date for such caseinterest payment, the Depositary manner in which, or Depositaries for such Global the Person to whom, interest, if any, on any Bearer Security or Global Securities (of the series shall be payable, if other than The Depository Trust Company)upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any circumstances interest payable on a temporary Global Security on an Interest Payment Date will be paid if other than those set forth in the manner provided in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered3.04;
(1516) any Authenticating Agents, Paying Agents, additions to or changes in any other agents Events of Default or covenants set forth herein with respect to the Securities of the series;
(1617) any other covenant the application, if any, of Section 4.03 or warranty included for Section 10.09 to the benefit of Securities of the series in addition series;
(18) the provisions, if any, relating to (and not inconsistent with) those included in this Indenture any security provided for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series, and any subordination in right of payment, if any, of the Securities of the series;
(19) whether the Securities of such series in lieu will be senior debt securities or subordinated debt securities and, if applicable, a description of the subordination terms thereof;
(20) the provisions, if any, relating to conversion of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change including if applicable, the conversion price, the conversion period, provisions as to or combination whether conversion will be mandatory, at the option of the Holders thereof or at the option of the Company, the events requiring an adjustment of the conversion price and provisions affecting conversion if such series of any such covenant or warranty included Securities are redeemed;
(21) the designation of the initial Exchange Rate Agent, if any;
(22) the Trustee with respect to the series, if other than the Trustee named in this Indenture for and the benefit identity of Securities of all series (including any covenants contained in Article X) which applies to each Authenticating Agent, Depositary Custodian, Security Registrar and/or Paying Agent, if other than the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2Trustee; and
(1823) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series and the coupons, if any, appertaining to any Bearer Securities of such series shall be substantially identical except as to denomination and except as may otherwise be provided in such Board Resolution, in such Officer’s Certificate or pursuant in any such supplemental indenture hereto. Securities of any particular series may be issued at various times, with different dates on which the principal or any installment of principal is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest may be payable and with different Redemption or Repayment Dates and may be denominated in different Currencies or payable in different Currencies. No Board Resolution or Officer’s Certificate may affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise with respect to any series of Securities except as it may agree in writing. Prior to the Board Resolution referred to above issuance of Securities of any series the Trustee shall have received and (subject to Section 3.36.01) set forthshall be fully protected in relying upon:
(a) the Board Resolution, Officer’s Certificate or determined supplemental indenture hereto establishing the form of the Securities of the series pursuant to Section 2.01 and the terms of the Securities of the series pursuant to this Section;
(b) an Officer’s Certificate; and
(c) an Opinion of Counsel stating:
(i) that the form or forms of the Securities of the series and any coupons appertaining thereto has been established by a Board Resolution, by an Officer’s Certificate or by a supplemental indenture hereto as provided by Section 2.01 in conformity with the provisions of this Indenture;
(ii) that the terms of the Securities of the series and any coupons appertaining thereto have been established by a Board Resolution, by an Officer’s Certificate or by a supplemental indenture hereto as provided by this Section in conformity with the provisions of this Indenture;
(iii) that this Indenture and the Securities of the series and the coupons, if any, appertaining thereto, when authenticated and delivered by the Trustee and issued by the Company in the manner providedand subject to any conditions specified in such Opinion of Counsel, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option will constitute valid and legally binding obligations of the Company, interest enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles and except further as enforcement thereof may be limited by (1) requirements that a claim with respect to any Securities denominated other than in Dollars (or a Foreign Currency or Currency unit judgment in respect of such claim) be converted into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (2) governmental authority to limit, delay or prohibit the making of payments in Foreign Currencies or Currency units or payments outside the United States; and
(iv) that all laws and requirements in respect of the execution and delivery by the Company of the Securities of the series and the coupons, if any, appertaining thereto have been complied with and that authentication and delivery of the Securities of the series and any coupons appertaining thereto by the Trustee will not violate the terms of the Indenture. The Trustee shall have the right to decline to authenticate and deliver any Securities of such series and the coupons, if any, appertaining thereto
(i) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken;
(ii) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors or trustees and/or vice presidents shall determine that such action would expose the Trustee to personal liability to Holders of any outstanding series of Securities; or
(iii) if the issue of the Securities of such series pursuant to this Indenture will affect the Trustee’s own rights, duties and immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of this Section 3.01 and Section 3.03, if all the Securities of any series that bears interest may are not to be paid by mailing a check originally issued at one time, it shall not be necessary to deliver any Board Resolution, Officer’s Certificate or Opinion of Counsel otherwise required pursuant to this Section or Section 3.03, prior to or at the address time of authentication of each Security of such series if such documents are delivered prior to or at the time of authentication upon original issuance of the Person entitled first Security of such series to be issued and such interest as such address shall appear in the Security Register. If any of additional issuance conforms with the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the seriesoriginal documentation.
Appears in 2 contracts
Samples: Indenture (Meritor, Inc. (Nev)), Indenture (Meritor Electric Vehicles, LLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to one or more Company Resolutions (and to the extent established pursuant to rather than set forth in a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner providedCompany Resolution, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indentureof the Company detailing such establishment), or established in (b) one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the limit, if any, on the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.6, 9.06 or 11.7 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenture)hereunder) or aggregate offering price;
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payablepayable or the method used to determine or extend those dates;
(5) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium premium, if any, and interest on any Securities of the series shall be payablepayable and the manner in which any payment may be made;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Company Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligationobligation or the right, if any, of the Company to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision fund or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligationobligation or right;
(9) if other than denominations of $2,000 and any integral multiple of $1,000 and integral multiples of such denominationin excess thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium premium, if any, or interest on any Securities of the series may be determined with reference to an a financial or economic measure or index or pursuant to a formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or premium, if any, or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
(12) if the principal of or premium, if any, or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or premium, if any, or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.25.02;
(1214) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1315) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Company Resolution, the manner in which any election pursuant to such Sections by the Company to defease any Securities of the series pursuant to Section 13.02 or Section 13.03 shall be evidenced; whether any Securities of the series other than Securities denominated in U.S. dollars and bearing interest at a fixed rate are to be subject to Section 13.02 or Section 13.03; or, in the case of Securities denominated in U.S. dollars and bearing interest at a fixed rate, if applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 13.02 or Section 13.03 or both such Sections;
(1416) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 2.02 and any circumstances other than in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 3.05 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee thereof and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant provisions governing exchanges or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities transfers of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such seriesGlobal Security;
(17) any addition to, deletion from, from or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.25.02;
(18) any addition to, deletion from or change in the covenants set forth in Article X which applies to Securities of the series;
(19) if the Securities of the series are to be convertible into or exchangeable for cash and/or any securities or other property of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;
(20) whether the Securities of the series will be guaranteed by any Person or Persons other than the Guarantors and, if so, the identity of such Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective guarantors;
(21) whether the Securities of the series will be secured by any collateral and, if so, the terms and conditions upon which such Securities shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of the Company or any guarantor;
(22) if other than The Bank of New York Mellon Trust Company, N.A. is to act as Trustee for the Securities of such series, the name and Corporate Trust Office of such Trustee;
(23) if any priority of payment is set for the Securities of such series, the nature and terms of that priority of payment set for the Securities of the Series;
(24) if any of the Securities of such series will be issued as Original Issue Discount Securities, the terms on which such Securities of the Series will be issued as Original Discount Securities and the portion of the principal amount as shown on the face of those Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or at the time of any prepayment of those Securities or the method or methods for determining that portion of that principal amount payable at any of those times;
(25) if additional amounts will be payable to Holders of Securities of such series pursuant to Section 3.12, the terms (other than the terms expressly set forth in Section 3.12) upon, and conditions under, which such additional amounts will be payable; and
(1826) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.01(12)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Company Resolution referred to above and (or pursuant to authority granted by one or more Company Resolutions and, subject to Section 3.3) 3.03, set forth, or determined in the manner provided, in the Officers’ Certificate of the Company referred to above or in any such indenture supplemental hereto. All Securities of any one series need not be issued at one time and, unless otherwise provided in or pursuant to the Indenture. Unless otherwise provided Company Resolution referred to above and, subject to Section 3.03, set forth, or determined in the manner provided, in the Officers’ Certificate of the Company referred to above or pursuant to authority granted by one or more Company Resolutions or in any such indenture supplemental hereto with respect to the a series of Securities, additional Securities of any seriesa series may be issued, at the option of the Company, interest on without the Securities consent of any series that bears interest may be paid by mailing a check Holder, at any time and from time to the address of the Person entitled to such interest as such address shall appear in the Security Registertime. If any of the terms of the series are established by action taken pursuant to a Board Company Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate of the Company setting forth the terms of the series.
Appears in 2 contracts
Samples: Indenture (Carlyle Group L.P.), Indenture (Carlyle Group L.P.)
Amount Unlimited; Issuable in Series. The Subject to compliance with the representations, warranties and covenants set forth herein, in the Officers’ Certificate, in any indenture supplemental hereto and in any amendment hereto or thereto, the aggregate principal amount of Securities which may be authenticated and delivered under this the Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Resolution of the Board Resolution and, subject to Section 3.3, of Directors and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1a) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2b) whether the Securities of the series are to be issued on a senior or subordinated basis, and if on a subordinated basis, the terms on which the Securities shall be subordinated;
(c) any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.42.08, 3.52.09, 3.6, 9.6, 2.11 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture11.03);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4d) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5e) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date record dates for any the determination of Holders to whom interest is payable on any such Interest Payment DateDates;
(6f) the right, if any, to extend the interest payment periods and the duration of such extension;
(g) the manner of paying principal and interest and the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payablepayable (if other than as provided in Section 3.02);
(7h) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, if other than by a Board Resolution, the manner in which pursuant to any election by the Company to redeem the Securities shall be evidencedsinking fund or otherwise;
(8) i) the obligation, if any, of the Company to redeem, purchase, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision otherwise or at the option of a Holder of thereof and the Security, price or prices at which and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(9j) the form of the Securities, including the form of Trustee’s certification of authentication;
(k) if other than denominations of $1,000 and integral multiples of such denominationany multiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10l) if the amount of payments of principal of or any premium or interest on any Securities percentage of the series may principal amount at which the Securities will be determined with reference to an index or formulaissued, the manner in which such amounts shall be determined;
(11) and, if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its Maturity the maturity thereof pursuant to Section 5.24.01 or provable in bankruptcy pursuant to Section 4.02;
(12m) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under whether the Securities are issuable under Rule 144A or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (orRegulation S and, in any such case, the manner in which any provisions unique to such amount deemed to be the principal amount shall be determined)form of issuance including any transfer restrictions or exchange and registration rights;
(13n) the application, if any, of either or both of Section 13.2 any and Section 13.3 to the Securities all other terms of the series (including, which terms shall not be inconsistent with the provisions of the Indenture) including any terms which may be required by or advisable under U.S. law or regulations or advisable in connection with the case marketing of Section 13.3, the covenants and any Events of Default not specified therein Securities in that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidencedseries;
(14o) whether the Securities of the series shall be are issuable in whole or in part in the form of one or more as a Global Securities Security and, in such case, the Depositary or Depositaries identity for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such series of Securities and the form of any required legends for Securities issued as Global Security or its nominee and in which any such transfer may be registeredSecurities;
(15p) any Authenticating Agentsdeletion from, Paying Agents, modification of or any other agents addition to the Events of Default or covenants provided for with respect to the Securities of the series;
(16q) any other covenant or warranty included for provisions granting special rights to Holders when a specified event occurs;
(r) whether and under what circumstances the benefit of Company will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in addition respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to (and not inconsistent with) those included in this Indenture for redeem the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu rather than pay such additional amounts;
(s) any special tax implications of the notes, including provisions for Original Issue Discount Securities;
(t) any covenant trustees, authenticating or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X)paying agents, transfer agents or registrars or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies other agents with respect to the Securities of such series;
(17u) any addition to, deletion from, guarantor or change in co-issuer of the Events of Default which applies to any Securities of the series series;
(v) any special interest premium or other premium;
(w) whether the Securities are convertible or exchangeable into common stock or other equity securities of the Company or a combination thereof and any change the terms and conditions upon which such conversion or exchange shall be effected;
(x) whether and upon what terms the Securities may be defeased or be subject to satisfaction and discharge, if different from the provisions set forth in the right of Indenture;
(y) if the Trustee or the requisite Holders of such Securities to declare the principal amount of such principal or any premium or interest on the Securities due and payable may be determined by reference to an index or pursuant to Section 5.2a formula, the manner in which such amounts will be determined;
(z) the currency in which payments shall be made, if other than U.S. dollars; and
(18aa) any other and all additional, eliminated or changed terms of that apply to the Securities of such any series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Resolution of the Board Resolution referred to above of Directors and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the an Officers’ Certificate referred to above Certificate, or in any indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the All Securities of any series, one series need not be issued at the option same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. Additional Securities of such series will be consolidated with, and form a single series with, Securities then Outstanding of such series. Any additional Securities shall be established in or pursuant to a Resolution of the CompanyBoard of Directors and set forth in an Officers’ Certificate, interest on or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series that bears interest may the following information:
(i) the aggregate principal amount of such additional Securities to be paid by mailing a check authenticated and delivered pursuant to the address of Indenture;
(ii) the Person entitled to such interest as such address shall appear in issue price, the Security Register. If any of issue date and the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record CUSIP number of such action additional Securities provided, however, that if any such additional Securities are not fungible with the initial Securities offered hereby for U.S. federal income tax purposes, such additional Securities will have one or more separate CUSIP numbers; and
(iii) whether such additional Securities shall be certified by the Secretary transfer restricted Securities or an Assistant Secretary of the Company and delivered to the Trustee at have any registration or prior to the delivery of the Officers’ Certificate setting forth the terms of the seriesexchange rights.
Appears in 2 contracts
Samples: Indenture (Palo Alto Networks Inc), Indenture (Palo Alto Networks Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolution, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the initial issuance of Securities of any series,:
(1a) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (Indenture, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section Sections 2.3, 3.4, 3.5, 3.6, 9.6, 9.6 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture)delivered;
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4c) the date or dates on which or periods during which the Securities of the series may be issued and the date or dates on which or the range of dates within which the principal of (and premium, if any, on) of the Securities of the series is are or may be payable;
(5d) the rate or rates or the methods of determination thereof at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, accrue and the Interest Payment Dates dates on which any such interest shall be payable, payable and the Regular Record Date record date for any the interest payable on any Interest Payment Datesuch interest date;
(6e) the place or places places, if any, in addition to the Borough of Manhattan, The City of New York, where where, subject to Section 10.2, the principal of (and any premium premium, if any) and interest on Securities of the series shall be payable, any Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;
(7f) the period or periods within which or the dates on which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andand/or the method by which such period or periods, if other than by a Board Resolutiondates, the manner in which any election by the Company to redeem the Securities price or prices and terms and conditions shall be evidenceddetermined;
(8) g) the obligation, if any, of the Company to redeem, purchase, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, purchased, redeemed or purchased or repaid, in whole or in part, pursuant to such obligationobligation and/or the method by which such period or periods, price or prices or terms and conditions shall be determined;
(9h) provisions, if any, for the defeasance of Securities of the series;
(i) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10j) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 5.2 or the method by which such portion shall be determined; and
(k) if other than Dollars, the Foreign Currency in which Securities of the series shall be denominated, or in which payment of the principal of (and premium, if any) and interest on the Securities of the series may be made or the method by which such Foreign Currency shall be determined;
(l) if the principal of (and premium, if any) or interest on Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a Currency other than that in which the Securities are denominated or stated to be payable without such election, the periods within which and the terms and conditions upon which, such election may be made and the time and the manner of determining the exchange rate between the Currency in which the Securities are denominated or payable without such election and the Currency in which the Securities are to be paid if such election is made;
(m) if the amount of payments of principal of or any premium (and premium, if any) or interest on any the Securities of the series may be determined with reference to an index including, but not limited to, an index based on a Currency or formulaCurrencies other than that in which the Securities are payable, or any other type of index, the manner in which such amounts shall be determined;
(11n) if the Securities of the series are denominated or payable in a Foreign Currency, any other than terms concerning the payment of principal amount of (and premium, if any) or any interest on such Securities (including the Currency or Currencies of payment thereof);
(o) any additions to or changes in the Events of Default or covenants provided for with respect to Securities of the series or any Events of Default or covenants herein specified which shall not be applicable to the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14p) whether the Securities of the series shall be issuable issued in whole or in part in the form of one a Global Security or more Securities; the terms and conditions, if any, upon which such Global Security or Securities and, may be exchanged in such case, whole or in part for other individual Securities or for other Global Securities; and the Depositary or Depositaries Depository for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registeredSecurities;
(15q) any Authenticating Agents, Paying Agents, or any other agents with respect to whether the Securities of the series are to be issuable in definitive form (whether upon original issuance or upon exchange of a temporary Security of the series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, and, if so, the form and terms of such certificates, documents or conditions;
(16r) if the Company will pay additional amounts on any other covenant or warranty included for of the benefit of Securities and coupons, if any, of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series Holder who is a United States Alien (including any covenant contained modification in Article Xthe definition of such term), in respect of any tax, assessment or any provision that any covenant governmental charge withheld or warranty included in deducted, under what circumstances and with what procedures and documentation the Company will pay such additional amounts, whether such additional amount will be treated as interest or principal pursuant to this Indenture for Indenture, and whether the benefit of Company will have the option to redeem such Securities of all series rather than pay additional amounts (including any covenant contained in Article X) shall not be for and the benefit of Securities of such series, or any change to or combination of the provisions terms of any such covenant option);
(s) any terms applicable to Original Issue Discount, if any, including the rate or warranty included in this Indenture for rates at which such Original Issue Discount, if any, shall accrue;
(t) the benefit exchange or conversion of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such that series;
(17) any addition to, deletion fromat the option of the Holders thereof, for or change in the Events of Default which applies to any into new Securities of the a different series and any change in the right or other securities or other property, including shares of capital stock of the Trustee Company or any subsidiary of the requisite Holders of Company or securities directly or indirectly convertible into or exchangeable for any such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2shares; and
(18u) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the such Officers’ ' Certificate referred to above or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the All Securities of any seriesseries need not be issued at the same time and may be issued from time to time, at consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution and set forth in such Officers' Certificate or in any such indenture supplemental hereto. At the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person person entitled to such interest thereto as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of the series.
Appears in 2 contracts
Samples: Indenture (Argyle Television Inc), Indenture (Argyle Television Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.33.03, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the same series pursuant to Section 3.43.04, 3.53.05, 3.6, 9.6, 3.06 or 11.7 9.06 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andand the applicability, if other than by a Board Resolution, the manner in which any election by the Company nonapplicability or variation of Article XI with respect to redeem the Securities shall be evidencedof such series;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable, each of which shall be acceptable to the Trustee, if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of or any premium or interest on any Securities of the series will not is to be determinable as payable, at the election of any the Company or a Holder thereof, in one or more dates prior currencies or currency units other than that or those in which the Securities are stated to the Stated Maturitybe payable, the amount currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be deemed payable, and the periods within which and the terms and conditions upon which such election is to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined)made;
(13) the applicationif and as applicable, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 3.05 in which any such Global Security may be transferred to, and registered and exchanged for, for Securities registered in the name of, a Person other than the Depositary for such Global Security or its a nominee thereof and in which any such transfer may be registered;
(1514) any Authenticating Agents, Paying Agents, addition to or any other agents with respect change in the Events of Default set forth in Section 5.01 which applies to the Securities of the series;
(1615) any if other covenant or warranty included for than the benefit principal amount thereof, the portion of the principal amount of Securities of the series in which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;
(16) any addition to (and not inconsistent with) those included or change in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of covenants set forth in Article X which applies to Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition tothe applicability, deletion fromnonapplicability, or change in variation of Article XII with respect to the Events Securities of Default which applies to any such Series;
(18) if applicable, that the Securities of the series and shall be subject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of Securities that is convertible into Common Stock as provided in Article XIV or convertible into or exchangeable for any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable other securities pursuant to Section 5.23.01(20) shall be subject to Defeasance pursuant to Section 13.02;
(19) the terms and conditions, if any, pursuant to which the Securities are convertible into Common Stock of the Company pursuant to Article XIV, and any variation thereof;
(20) the terms and conditions, if any, pursuant to which the Securities are convertible into or exchangeable for any other securities; and
(1821) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (and, subject to Section 3.3) 3.03, set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the series. The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities:
(A) may have a different issue date from such series of Outstanding Securities;
(B) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(C) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 2 contracts
Samples: Indenture (BMP Sunstone CORP), Indenture (BMP Sunstone CORP)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. All Securities of each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof with respect to such series without preference, priority or distinction on account of the actual time of the authentication and delivery or Maturity of the Securities of such series. There shall be established in or pursuant to a Board Resolution Resolution, and, subject to Section 3.3the extent not set forth therein, set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities all other series of any other seriesSecurities);
(2) the price or prices (expressed as a percentage of the aggregate principal amount thereof) at which the Securities will be issued;
(3) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the that series pursuant to Section 3.43.04, 3.5Section 3.05, 3.6Section 3.06, 9.6Section 9.06, Section 11.06, Section 13.05 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture14.03);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) , of the Securities of the series is payable;
(5) the rate or rates (which may be fixed or variable), or the method of determination thereof, at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the interest payable on any Interest Payment DateDate or, if the principal amount payable at the Stated Maturity of any of the Securities will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which will be deemed to be such principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any Maturity other than the Stated Maturity or which will be deemed to be Outstanding as of any such date (or, in any such case, the manner in which such deemed principal amount is to be determined);
(6) if other than the Corporate Trust Office, the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of (and any premium premium, if any) and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such a Global Security or Global Securities (if other than The Depository Trust Company)Securities, the terms and any circumstances other than those set forth in Section 3.5 in conditions upon which any such Global Security may be transferred to, exchanged in whole or in part for other individual securities and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registeredSecurities;
(1511) any Authenticating Agents, Paying Agents, or any other agents with respect addition to the Events of Default which apply to any Securities of the series;
(1612) any other covenant addition to the covenants set forth in ARTICLE X which applies to Securities of the series;
(13) the nature and terms of the security for any secured Securities;
(14) the form and terms of any guarantee of the Securities;
(15) the application, if any, of Section 14.02 or warranty included for Section 14.03 to the benefit of Securities of the series and any provisions in modification of, in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for ARTICLE XIV;
(16) the benefit listing of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such serieson any securities exchange or the inclusion in any other market or quotation or trading system;
(17) any addition toTrustee, deletion fromAuthenticating Agent, Paying Agent, issuing or change transfer agent or Securities Registrar or any other Person appointed to act in the Events of Default which applies to any connection with such Securities for or on behalf of the series and any change in the right of the Trustee Holders thereof or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2Company; and
(18) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture). The Securities shall be subordinate and junior in right of such series, or payment to Senior Debt of any specified tenor thereofthe Company as provided in ARTICLE XVI. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the such Board Resolution referred and set forth in such Officers' Certificate, to above and (subject to Section 3.3) set forththe extent applicable, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the All Securities of any series, one series need not be issued at the option same time and, unless otherwise provided, a series may be reopened, without the consent of the CompanyHolders, interest on the for issuance of additional Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerseries. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Board Resolution or the Officers’ ' Certificate setting forth the terms of the series.
Appears in 2 contracts
Samples: Indenture (D & K Healthcare Resources Inc), Indenture (D & K Healthcare Resources Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series, and each such series shall rank equal in right of payment to all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples in excess of such denominationdenominations, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events events of Default not specified therein that are arc subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust CompanyDTC), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, of a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), . or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.1(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 2 contracts
Samples: Indenture (Abacus Life, Inc.), Indenture (Abacus Life, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or established in one or more indentures supplemental to this Indenturehereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 3.01,
(1) the title designation of the Securities of the series (series, which shall distinguish the Securities of the series from the Securities of any all other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate principal amount after the initial issuance of the Securities of that series (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenturehereto);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payablepayable (which date or dates may be fixed or extendible);
(54) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and (in the Regular Record Date case of Registered Securities) on which a record shall be taken for any the determination of Holders to whom interest is payable on any Interest Payment Dateand/or the method by which such rate or rates or date or dates shall be determined;
(65) if other than as provided in Section 10.02, the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange, notices, demands to or upon the Company in respect of the Securities of the series and this Indenture may be served and notice to Holders may be published;
(76) the right, if any, of the Company to redeem Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices at which, which and the any terms and conditions upon which Securities of the series may be so redeemed, in whole pursuant to any sinking fund or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedotherwise;
(8) 7) the obligation, if any, of the Company to redeem, purchase, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of thereof and the Security, price or prices at which and the period or periods within which, the price or prices at which, which and any of the terms and conditions upon which Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(9) 8) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
(10) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of or any premium or and/or interest on any the Securities of the series may be determined with reference to an index based on a coin or formulacurrency other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(11) if other than the principal amount currency of the Securities United States of America, the currency or currencies, including composite currencies, in which payment of the series, the portion Principal of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to interest on the Securities of the series (includingshall be payable, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company currencies shall be evidencedvalued against other currencies in which any other Securities shall be payable;
(1412) whether the Securities of the series shall or any portion thereof will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without coupons), or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided herein, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;
(13) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;
(14) if the Securities of the series are to be issuable in whole definitive form (whether upon original issue or in part in upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of one such certificates, documents or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registeredconditions;
(15) any Authenticating Agentstrustees, Paying Agentsdepositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included provisions, if any, for the benefit defeasance of the Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit including provisions permitting defeasance of Securities of less than all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article Xseries), which provisions may be in addition to, in substitution for, or in modification of (or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the foregoing) the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series4;
(17) any addition to, deletion from, or change in if the Events of Default which applies to any Securities of the series and any change are issuable in whole or in part as one or more Registered Global Securities, the right identity of the Trustee Depository for such Registered Global Security or Securities;
(18) any other events of default or covenants with respect to the requisite Holders Securities of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2series; and
(1819) any other terms of the Securities of such series, or the series (which terms shall not be inconsistent with the provisions of any specified tenor thereofthis Indenture). All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical identical, except in the case of Registered Securities as to denomination date and denomination, and except as may otherwise be provided in by or pursuant to the Board Resolution referred to above or as set forth in any such indenture supplemental hereto. All Securities of any of series need not be issued at the same time and (subject may be issued from time to Section 3.3) set forthtime, consistent with the terms of this Indenture, if so provided by or determined in the manner provided, in the Officers’ Certificate referred pursuant to above such Board Resolution or in any such indenture supplemental hereto and any forms and terms of Securities to the Indenture. Unless otherwise provided with respect be issued from time to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest time may be paid by mailing a check completed and established from time to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or time prior to the delivery of the Officers’ Certificate setting forth the terms of the seriesissuance thereof by procedures described in such Board Resolution or supplemental indenture.
Appears in 2 contracts
Samples: Indenture (RCN Corp /De/), Indenture (Cccisg Capital Trust)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 2 contracts
Samples: Indenture (Berkshire Hills Bancorp Inc), Indenture (Berkshire Hills Bancorp Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and the Securities of each such series shall rank equally and pari passu with the Securities of each other series, but all Securities issued hereunder shall be subordinate and junior in right of payment, to the extent and in the manner set forth in Article Thirteen or the applicable Board Resolution, Officers’ Certificate or supplemental indenture referred to below and relating to such Securities, to all Senior Indebtedness of the Issuer. There shall be established in or pursuant to one or more Board Resolutions (and, to the extent established pursuant to rather than set forth in a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner providedResolution, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, detailing such establishment) or established in one or more indentures supplemental to this Indenturehereto, prior to the initial issuance of Securities of any series,:
(1) the title designation of the Securities of the series (series, which shall distinguish the Securities of the such series from the Securities of any all other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.42.8, 3.52.9, 3.62.11, 9.6, 8.5 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture12.3);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(54) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and on which a record shall be taken for the Regular Record Date for determination of Holders to whom any such interest is payable on any Interest Payment Dateor the method by which such rate or rates or date or dates shall be determined or both;
(65) the place or places where and the manner in addition to the Borough of Manhattan, The City of New York, where which the principal of of, premium, if any, and any premium and interest interest, if any, on Securities of the series shall be payable;
payable (7if other than as provided in Section 3.2) the period or periods within which, the price or prices at which, and the terms and conditions upon which office or agency for the Securities of the series may be redeemedmaintained by the Issuer pursuant to Section 3.2;
(6) the right, if any, of the Issuer to redeem, purchase or repay Securities of the series, in whole or in part, at the its option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices (or the method by which such price or prices shall be determined or both) at which, the form or method of payment therefor if other than in cash and the any terms and conditions upon which and the manner in which (if different from the provisions of Article Twelve) Securities of the series may be so redeemed, purchased or repaid, in whole or in part, pursuant to any sinking fund or otherwise;
(7) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the series in whole or in part pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which the price or prices (or the method by which such price or prices shall be determined or both) at which, the form or method of payment therefor if other than in cash and any terms and conditions upon which and the manner in which (if different from the provisions of Article Twelve) Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(9) 8) if other than denominations of $1,000 2,000 and integral multiples of such denomination$1,000 in excess thereof, the denomination or denominations in which Securities of the series shall be issuable;
(9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon acceleration of the maturity thereof;
(10) whether Securities of the series will be issuable as Global Securities;
(11) if the amount Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(12) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;
(13) any deleted, modified or additional events of default or remedies or any deleted, modified or additional covenants with respect to the Securities of such series;
(14) whether the provisions of Article Ten will not be applicable to Securities of such series;
(15) any provision relating to the issuance of Securities of such series at an original issue discount (including, without limitation, the issue price thereof, the rate or rates at which such original issue discount shall accrete, if any, and the date or dates from or to which or period or periods during which such original issue discount shall accrete at such rate or rates);
(16) if other than Dollars, the foreign currency in which payment of the principal of, premium, if any, and interest, if any, on the Securities of such series shall be payable;
(17) if other than Wilmington Trust Company is to act as Trustee for the Securities of such series, the name and Corporate Trust Office of such Trustee;
(18) if the amounts of payments of principal of or any premium or interest of, premium, if any, and interest, if any, on any the Securities of the such series may are to be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1319) the applicationterms for conversion or exchange, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1720) any which, if any, of the Eligible Guarantors, in addition toto Hovnanian, deletion from, or change in shall guarantee the Events of Default which applies to any Securities of such series on the series and any change terms set forth in the right Article Fourteen (Hovnanian, together with each of the Trustee or other Eligible Guarantors that guarantee the requisite Holders of such Securities to declare on the principal amount of such Securities due and payable pursuant to Section 5.2terms set forth in Article Fourteen, if any, a “Guarantor”); and
(1821) any other terms of the Securities of such series, or series (which terms shall not be inconsistent with the provisions of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical identical, except as to denomination and except as may otherwise be provided in by or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution, such Officers’ Certificate or in any such indenture supplemental hereto. Unless otherwise provided Any such Board Resolution or Officers’ Certificate referred to above with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to filed with the address Trustee on or before the initial issuance of the Person entitled Securities of such series shall be incorporated herein by reference with respect to Securities of such interest as such address series and shall appear in the Security Register. If any thereafter be deemed to be a part of the terms of the series are established by action taken pursuant Indenture for all purposes relating to a Board Resolution, a copy of an appropriate record Securities of such action shall be certified by the Secretary series as fully as if such Board Resolution or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting were set forth the terms of the seriesherein in full.
Appears in 2 contracts
Samples: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New YorkYork or the city in which the Corporate Trust Office is located, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples in excess of such denominationdenominations, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2;
(18) the ranking of the Securities of the series
(19) whether the Securities of the series are secured or unsecured, and the terms of any such security; and
(1820) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.1(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 2 contracts
Samples: Indenture (LegacyTexas Financial Group, Inc.), Indenture (LegacyTexas Financial Group, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3303, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificate, or established in one or more supplemental indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities Securities, including “CUSIP” and “ISIN” numbers, of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4304, 3.5305, 3.6, 9.6, 906 or 11.7 1205 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payablepayable and the manner in which any payment may be made;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 U.S.$100,000 and integral multiples of such denominationU.S.$1,000 in excess thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10) if other than the currency of the United States of America, the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 101;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(1112) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced502;
(14) whether the applicability, nonapplicability, or variation, of Section 1009 with respect to the Securities of such series;
(15) if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 304 in which any such Global Security may be transferred to, and registered and exchanged for, for Securities registered in the name of, a Person other than the Depositary for such Global Security or its a nominee thereof and in which any such transfer may be registered;
(1516) any Authenticating Agentsthe terms and conditions, Paying Agentsif any, pursuant to which the Securities are convertible into or exchangeable for any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such seriessecurities;
(17) any addition to, deletion from, to or change in the Events of Default covenants set forth in Article Ten which applies to any the Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2series; and
(18) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 901(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3303) set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any such supplemental indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and also acknowledged by the Secretary or an Assistant Secretary of the Guarantor and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the series.
Appears in 2 contracts
Samples: Indenture (Mobile Radio Dipsa), Indenture (America Movil Sa De Cv/)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolution, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1) the title designation of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.42.05, 3.52.06, 3.62.07, 9.6, 3.02 or 11.7 10.04 and except for any Securities which, pursuant to Section 3.32.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) payable and the manner of payment of such principal; the rate or rates rates, which may be fixed or variable, at which the Securities of the series shall bear interest, if any, and if the rate or rates are variable, the manner of calculation thereof, the circumstances (if any) under which the rate or rates may be adjusted, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the manner of payment of such interest and, in the case of Registered Securities, the Regular Record Date for any the determination of Holders of such Securities to whom interest is payable on any Interest Payment Date;
(64) the place or places (in addition to the Borough of Manhattan, The City of New York, such place or places specified in this Indenture) where the principal of (and any premium premium, if any), interest, if any, and interest Additional Amounts, if any, on Securities of the series shall be payable;
(75) the right, if any, of the Company to redeem Securities, in whole or in part, at its option and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole redeemed pursuant to any sinking fund or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedotherwise;
(8) 6) the obligation, if any, of the Company to redeem, purchase, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(97) if other than denominations of $1,000 and integral multiples of such denominationU.S. Dollars, the denomination currency or denominations currencies, or units based on or related to foreign currencies, in which the Securities of the series shall be issuabledenominated and in which payments of principal of (premium, if any), interest, if any, on and any other amounts payable with respect to such Securities shall or may be payable; or in the manner in which such currency, currencies or composite currencies will be determined; and if the principal of (and premium, if any) and interest, if any, on the Securities of such series are to be payable, at the election of the Company or a holder thereof, in a currency or currencies, including composite currencies, other than that or those in which the Securities are stated to be payable, the currency or currencies in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(10) 8) if the amount of payments of principal of or any premium or interest on any the Securities of the series may be determined with reference to an index based on a currency or formulacurrencies other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(119) the denominations in which Securities of the series shall be issuable, if other than U.S. $l,000 or integral multiples thereof with respect to Registered Securities and denominations of U.S. $1,000 and U.S. $5,000 for Unregistered Securities;
(10) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its Maturity the maturity thereof or which the Trustee shall be entitled to claim pursuant to Section 5.26.02;
(1211) if whether the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable issuable as of Registered Securities or Unregistered Securities (with or without Coupons), or both, any one or more dates prior restrictions applicable to the Stated Maturityoffer, the amount which shall be deemed to be the principal amount sale or delivery of such Unregistered Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolutionas provided for in Section 2.05, the manner in terms upon which any election pursuant to Unregistered Securities of the series may be exchanged for Registered Securities of such Sections by the Company shall be evidenced;
(14) series and vice versa; and whether the Securities of the series shall be issuable issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries Depository for such Global Security or Securities and whether any Global Securities (of the series are to be issuable initially in temporary form and whether any Global Securities of the series are to be issuable in definitive form with or without Coupons and, if so, whether beneficial owners of interests in any such definitive Global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which and the place or places where any such exchanges may occur, if other than The Depository Trust Company), and any circumstances other than those set forth in the manner provided in Section 3.5 in which any such Global Security may be transferred to, 2.05;
(12) whether and registered and exchanged for, under what circumstances the Company will pay Additional Amounts on the Securities registered in of the name of, series held by a Person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(13) the provisions, if any, for the defeasance of the Securities of the series;
(14) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other than documents or satisfaction of other conditions, the Depositary for form and terms of such Global Security certificates, documents or its nominee and in which any such transfer may be registeredconditions;
(15) any Authenticating Agentstrustees, Paying Agentsdepositaries, authenticating or paying agents, transfer agents, registrars or any other agents with respect to the Securities Security of the such series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion deletions from, modifications of or change in additions to the Events of Default which applies with respect to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2Securities; and
(1817) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical except (i) as to denomination denomination, (ii) that Securities of any series may be issuable as either Registered Securities or Unregistered Securities and except (iii) as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the such Officers’ ' Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an any Assistant Secretary of the Company and delivered to the Trustee at the same time as or prior to the delivery of the Officers’ ' Certificate setting forth the terms of the series.
Appears in 2 contracts
Samples: Subordinated Indenture (Residential Capital Corp), Indenture (Gmac Residential Holding Corp.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4Sections 203, 3.5304, 3.6305, 9.6306, 906 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture1107);
(32) the Person to whom any interest on issue price, expressed as a Security percentage of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interestaggregate principal amount;
(43) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(54) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the interest payable on any the Interest Payment Date;
(65) the place obligation, if any, of the Company to redeem or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on purchase Securities of the series shall be payable;
(7) pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(6) the period of periods within which, the price or prices or ratios at which and the terms and conditions upon which Securities of the series may be redeemed, in whole converted or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaidexchanged, in whole or in part, pursuant to such obligation;
(97) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(8) if other than the full principal amount, the portion of the principal amount of Debt Securities of the series which will be payable upon declaration of acceleration or provable in bankruptcy;
(9) any events of default not set forth in this Indenture;
(10) the currency or currencies, including composite currencies, in which payment of the principal of (and premium, if any) and interest, if any, on such Securities shall be payable (if other than the currency of the United States of America), which unless otherwise specified shall be the currency of the United States of America as at the time of payment is legal tender for payment of public or private debts;
(11) if the principal of (and premium, if any), or interest, if any, on such Securities are to be payable, at the election of the Company or any Holder thereof, in a coin or currency other than that in which such Securities are stated to be payable, then the period or periods within which, and the terms and conditions upon which, such election may be made;
(12) whether interest will be payable in cash or additional Securities at the Company's or the Holders' option and the terms and conditions upon which the election may be made;
(13) if such Securities are to be denominated in a currency or currencies, including composite currencies, other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of Holders of such Securities as Outstanding Securities under this Indenture;
(14) if the amount of payments of principal of (and premium, if any), or any premium portions thereof, or interest interest, if any, on any such Securities of the series may be determined with reference to an index index, formula or formulaother method based on a coin or currency other than that in which such Securities are stated to be payable, the manner in which such amounts shall be determined;
(1115) if any restrictive covenants or other than material terms relating to the principal amount offered debt securities, which covenants and terms shall not be inconsistent with the provisions of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2this Indenture;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(1416) whether the Securities of the series shall be issuable issued in whole or in part in the form of one a Global Security or more Global Securities andSecurities; the terms and conditions, in such caseif any, the Depositary or Depositaries for upon which such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, exchanged in whole or in part for other individual Securities; and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registeredSecurities;
(1517) if other than as set forth in this Indenture, any Authenticating Agents, Paying Agents, or any other agents terms with respect to subordination of such Securities, including, without limitation, the Securities definition of the series"Senior Indebtedness";
(1618) any other covenant listing of such Securities on any securities exchange;
(19) additional or warranty included alternative provisions, if any, related to defeasance and discharge of the offered debt securities;
(20) the applicability of any guarantees;
(21) if convertible into Ordinary Shares, the terms on which such Securities are convertible, including the initial conversion price, the conversion period, any events requiring an adjustment of the applicable conversion price and any requirements relating to the reservation of such Ordinary Shares for purposes of conversion;
(22) provisions, if any, granting special rights to the benefit Holders of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for upon the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities occurrence of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such seriesevents as may be specified;
(1723) any addition to, deletion from, or change in the Events each initial Place of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2Payment; and
(1824) any other terms of the Securities of such series, or which terms shall not be inconsistent with the provisions of any specified tenor thereofthis Indenture. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the such Officers’ ' Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of the Securities of any series.
Appears in 2 contracts
Samples: Indenture (Xl Capital LTD), Indenture (Xl Capital LTD)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, of each of the Company and the Guarantor and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indentureof each of the Company and the Guarantor, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.42.03, 3.53.04, 3.63.05, 9.63.06, 9.06 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture11.07);
(32) if the Person to whom any interest on price (expressed as a Security percentage of the series shall aggregate principal amount thereof) at which such Securities will be payable, if issued is a price other than the Person in whose name principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such Securities that Security (is convertible into another security or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for method by which any such interestportion shall be determined;
(43) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(54) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the interest payable on any the Interest Payment Date;
(65) the place obligation, if any, of the Company to redeem or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on purchase Securities of the series shall be payable;
(7) pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(6) the period of periods within which, the price or prices or ratios at which and the terms and conditions upon which Securities of the series may be redeemed, in whole converted or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaidexchanged, in whole or in part, pursuant to such obligation;
(97) if other than denominations of $2,000 and any integral multiple of $1,000 and integral multiples of such denominationin excess thereof, the denomination or denominations in which Securities of the series shall be issuable;
(8) if other than the full principal amount, the portion of the principal amount of Securities of the series which will be payable upon declaration of acceleration or provable in bankruptcy;
(9) additional or alternative events of default;
(10) the currency or currencies, including composite currencies, in which payment of the principal of (and premium, if any) and interest, if any, on such Securities shall be payable (if other than the currency of the United States of America), which unless otherwise specified shall be the currency of the United States of America as at the time of payment is legal tender for payment of public or private debts;
(11) if the principal of (and premium, if any) or interest, if any, on such Securities is to be payable, at the election of the Company or any Holder thereof, in a coin or currency other than that in which such Securities are stated to be payable, then the period or periods within which, and the terms and conditions upon which, such election may be made;
(12) whether interest will be payable in cash or additional Securities at the Company’s or the Holders’ option and the terms and conditions upon which the election may be made;
(13) if such Securities are to be denominated in a currency or currencies, including composite currencies, other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of Holders of such Securities as Outstanding Securities under this Indenture;
(14) if the amount of payments of principal of (and premium, if any), or any premium portions thereof, or interest interest, if any, on any such Securities of the series may be determined with reference to an index index, formula or formulaother method based on a coin or currency other than that in which such Securities are stated to be payable, the manner in which such amounts shall be determined;
(1115) if additional or alternative covenants or other than material terms relating to the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2offered Securities;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(1416) whether the Securities of the series shall be issuable issued in whole or in part in the form of one a Global Security or more Global Securities andSecurities; the terms and conditions, in such caseif any, the Depositary or Depositaries for upon which such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, exchanged in whole or in part for other individual Securities; and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such seriesSecurities;
(17) any addition tolisting of such Securities on any securities exchange;
(18) additional or alternative provisions, deletion fromif any, related to defeasance and discharge of the offered Securities;
(19) the applicability of the Guarantee or change in any other guarantees;
(20) if convertible into Arch Capital Common Shares, Arch Capital Preference Shares or shares of Preferred Stock the Events terms on which such Securities are convertible, including the initial conversion price, the conversion period, any events requiring an adjustment of Default which applies the applicable conversion price and any requirements relating to any the reservation of such Arch Capital Common Shares, Arch Capital Preference Shares or shares of Preferred Stock for purposes of conversion;
(21) provisions, if any, granting special rights to the Holders of Securities of the series and any change in upon the right of the Trustee or the requisite Holders occurrence of such Securities to declare the principal amount events as may be specified;
(22) each initial Place of such Securities due and payable pursuant to Section 5.2Payment; and
(1823) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the such Officers’ Certificate referred to above or in any such indenture supplemental hereto. The Company may, at any time and from time to time, without the Indenture. Unless otherwise provided with respect to consent of the existing Holders of the Securities of any a series, at re-open such series and issue additional Securities of such series having the option same interest rate, maturity and other terms as the previously issued Securities of such series except for the Companyissue price, interest on the issue date, and in some cases, first Interest Payment Date. The Securities of any series that bears interest may and any additional Securities of such series subsequently issued under this Indenture shall be paid by mailing treated as a check to single class for all purposes under the address of the Person entitled to such interest as such address shall appear in the Security RegisterIndenture, including, without limitation, waivers, amendments and redemptions. If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Company or the Guarantor, as applicable, and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the seriesSecurities of any series (any one Person may sign both such copy in his capacity as secretary or assistant secretary and such Officer’s Certificate in his capacity as an officer).
Appears in 2 contracts
Samples: Indenture (Arch Capital Group Ltd.), Indenture (Arch Capital Group (U.S.) Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4Sections 203, 3.5304, 3.6305, 9.6306, 906 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture1107);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(42) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(53) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the interest payable on any the Interest Payment Date;
(64) the place obligation, if any, of the Company to redeem or places in addition purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the Borough option of Manhattana Holder thereof and the period or periods within which, The City of New York, where the principal of price or prices at which and any premium the terms and interest on conditions upon which Securities of the series shall be payableredeemed or purchased, in whole or in part, pursuant to such obligation;
(75) the period or periods within which, the price or prices or ratios at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole converted or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaidexchanged, in whole or in part, pursuant to such obligation;
(96) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(7) if other than the full principal amount, the portion of the principal amount of Securities of the series which will be payable upon declaration of acceleration or provable in bankruptcy;
(8) any events of default not set forth in this Indenture;
(9) the currency or currencies, including composite currencies, in which payment of the principal of (and premium, if any), interest, if any, and any Additional Amounts, on such Securities shall be payable (if other than the currency of the United States of America), which unless otherwise specified shall be the currency of the United States of America as at the time of payment is legal tender for payment of public or private debts;
(10) if the principal of (and premium, if any), interest, if any, or any Additional Amounts on such Securities is to be payable, at the election of the Company or any Holder thereof, in a coin or currency other than that in which such Securities are stated to be payable, then the period or periods within which, and the terms and conditions upon which, such election may be made;
(11) whether interest will be payable in cash or additional Securities at the Company's or the Holders' option and the terms and conditions upon which the election may be made;
(12) if such Securities are to be denominated in a currency or currencies, including composite currencies, other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of Holders of such Securities as Outstanding Securities under this Indenture;
(13) if the amount of payments of principal of (and premium, if any), or portions thereof, or interest, if any, or any premium or interest Additional Amounts, on any such Securities of the series may be determined with reference to an index index, formula or formulaother method based on a coin or currency other than that in which such Securities are stated to be payable, the manner in which such amounts shall be determined;
(1114) if any restrictive covenants or other than material terms relating to the principal amount offered Securities, which covenants and terms shall not be inconsistent with the provisions of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2this Indenture;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(1415) whether the Securities of the series shall be issuable issued in whole or in part in the form of one a Global Security or more Global Securities andSecurities; the terms and conditions, in such caseif any, the Depositary or Depositaries for upon which such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, exchanged in whole or in part for other individual Securities; and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the seriesSecurities;
(16) any other covenant listing of such Securities on any securities exchange;
(17) additional or warranty included alternative provisions, if any, related to defeasance and discharge of the offered Securities;
(18) the applicability of any guarantees;
(19) if convertible into Common Shares, the terms on which such Securities are convertible, including the initial conversion price, the conversion period, any events requiring an adjustment of the applicable conversion price and any requirements relating to the reservation of such Common Shares for purposes of conversion;
(20) provisions, if any, granting special rights to the benefit Holders of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for upon the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities occurrence of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such seriesevents as may be specified;
(1721) any addition to, deletion from, or change in the Events each initial Place of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2Payment; and
(1822) any other terms of the Securities of such series, or which terms shall not be inconsistent with the provisions of any specified tenor thereofthis Indenture. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the such Officers’ ' Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of the Securities of any series.
Appears in 2 contracts
Samples: Indenture (Allied World Assurance Co Holdings LTD), Indenture (Allied World Assurance Co Holdings LTD)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or established in one or more indentures supplemental to this IndentureThe terms of each series of Securities shall, prior to the issuance of Securities of any such series,, be either:
(i) established in an Establishment Action; or
(ii) established in one or more indentures supplemental hereto. Such Establishment Action or supplemental indenture shall provide:
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series)) and a statement that the Securities will be offered pursuant to this Indenture;
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.6, 9.06 or 11.7 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
(5) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and and/or any premium and or interest on any Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, the currency or currencies (including currency units) in which and the other terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an any commodities, currencies or indices, values, rates or prices or any other index or formula, the manner in which such amounts shall be determined;
(11) if other than Dollars, the currency, currencies or currency units, or the form, including equity securities, other debt securities (including Securities), warrants or any other securities or property of the Company or any other Person, in which the principal amount of the or any premium or interest on any Securities of the seriesseries shall be payable and, if in a currency, currencies or currency unit other than Dollars, the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.25.02;
(1214) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1315) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in the case of whole or any specified part, shall be defeasible pursuant to Section 13.313.02 or Section 13.03 or both such Sections (or, the covenants and any Events of Default not specified therein that are subject theretoif defeasible by another method, such other method) and, if other than by an action pursuant to a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease such Securities shall be evidenced;
(1416) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 2.04 and any circumstances other than in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 3.05 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such seriesthereof;
(17) any addition to, deletion from, to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.25.02;
(18) any addition to or change in the covenants set forth in Article X which applies to Securities of the series;
(19) any restrictions or other provisions with respect to the transfer or exchange of Securities of the series, which may amend, supplement, modify or supersede those contained in this Article III;
(20) if the Securities of the series are to be convertible into or exchangeable for capital stock, other debt securities (including Securities), warrants, other equity securities or any other securities or property of the Company or any other Person, at the option of the Company or the Holder or upon the occurrence of any condition or event, the terms and conditions for such conversion or exchange; and
(1821) any other terms of the Securities series (which terms shall not be prohibited by the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate Establishment Action referred to above or in any indenture supplemental hereto. The Company shall provide to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, Trustee a copy of an appropriate record of any such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the seriesEstablishment Action.
Appears in 2 contracts
Samples: Indenture (Marathon Petroleum Corp), Indenture (Marathon Oil Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.33.03, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.6, 9.06 or 11.7 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andand the applicability, if other than by a Board Resolution, the manner in which any election by the Company nonapplicability or variation of Article XI with respect to redeem the Securities shall be evidencedof such series;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $2,000 and any integral multiple of $1,000 and integral multiples in excess of such denomination$2,000, the denomination or denominations in which Securities of the series shall be issuable;
(10) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of or any premium or interest on any Securities of the series will not is to be determinable as payable, at the election of any the Company or a Holder thereof, in one or more dates prior currencies or currency units other than that or those in which the Securities are stated to the Stated Maturitybe payable, the amount currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be deemed made, and the periods within which and the terms and conditions upon which such election is to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined)made;
(13) the applicationif and as applicable, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 3.05 in which any such Global Security may be transferred to, and registered and exchanged for, for Securities registered in the name of, a Person other than the Depositary for such Global Security or its a nominee thereof and in which any such transfer may be registered;
(1514) any Authenticating Agents, Paying Agents, addition to or any other agents with respect change in the Events of Default set forth in Section 5.01 which applies to the Securities of the series;
(1615) any if other covenant or warranty included for than the benefit principal amount thereof, the portion of the principal amount of Securities of the series in which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;
(16) any addition to (and not inconsistent with) those included or change in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of covenants set forth in Article X which applies to Securities of the series in lieu of any covenant or warranty included in this Indenture for series;
(17) the benefit of Securities of all series (including any covenant contained in Article X)applicability, nonapplicability, or any provision that any covenant or warranty included in this Indenture for the benefit variation of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies XII with respect to the Securities of such series;
(1718) any addition toif applicable, deletion from, or change in that the Events of Default which applies to any Securities of the series shall be subject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII;
(19) the terms and conditions, if any, pursuant to which the Securities are convertible into or exchangeable for any other securities;
(20) any change to the form of securities of such series prescribed by Sections 2.02 and 2.03 hereof;
(21) if other than the Trustee, the identity of the Security Registrar and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2Paying Agent; and
(1822) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.01(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (and, subject to Section 3.3) 3.03, set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the seriesseries or determining the manner in which such terms shall be established. The Company may, from time to time, by adoption of a Board Resolution and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional Securities of any series of Securities (“Add On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities:
(A) may have a different issue date, initial interest accrual date or initial Interest Payment Date from such series of Outstanding Securities;
(B) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and
(C) may have terms specified in such Board Resolution for such Add On Securities that make appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.
Appears in 2 contracts
Samples: Indenture (New York Times Co), Indenture (New York Times Co)
Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Subordinated Securities which may be authenticated and delivered under this Subordinated Indenture is unlimitednot limited. The Subordinated Securities may be issued in one or more series. There The following terms and provisions of each series of Subordinated Securities shall be established in or pursuant to a one or more Board Resolution and, subject to Section 3.3, Resolutions and set forth, or determined in the manner provided, forth in an Officers’ Officer's Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, detailing such establishment or established in one or more indentures supplemental to this Indenture, Supplemental Subordinated Indentures prior to the issuance of Subordinated Securities of any series,:
(1) the title designation of the series of Subordinated Securities of the series (which shall distinguish the Subordinated Securities of the such series from all other series of Subordinated Securities) and which may be part of a series of Subordinated Securities of any other series)previously issued;
(2) any limit upon the aggregate principal amount of the particular series of Subordinated Securities of the series which may be executed, authenticated and delivered under this Subordinated Indenture; provided, however, that nothing contained in this Section 2.03 or elsewhere in this Subordinated Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, the Subordinated Securities or in lieu ofan Officer's Certificate or in a Supplemental Subordinated Indenture is intended to or shall limit execution by the Company or authentication and delivery by the Trustee of Subordinated Securities under the circumstances contemplated by Sections 2.08, other Securities of the series pursuant to Section 3.42.09, 3.52.11, 3.6, 9.6, or 11.7 3.03 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture)10.04;
(3) the Person to whom any interest on a Security of the series shall be payable, if other than United States Dollars, the Person coin, currency or currencies or composite currency in whose name that Security which principal of and interest and any premium on such series of Subordinated Securities shall be payable (including, but not limited to, any Foreign Currency or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interestECU);
(4) the date Stated Maturity for payment of principal of such series of Subordinated Securities and any sinking fund or dates on which the principal (and premium, if any) of the Securities of the series is payableanalogous provisions;
(5) the rate or rates at which the such series of Subordinated Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, the terms and conditions of any deferral of interest and the Regular Record Date additional interest, if any, thereon, the right, if any, of the Company to extend the time for any payment of interest, the terms and duration of such extension rights and (in the case of Registered Subordinated Securities) the date or dates on which a record shall be taken for the determination of Holders to whom interest is payable on any Interest Payment Dateand/or the method by which such rate or rates or date or dates shall be determined;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Subordinated Securities of the any series shall be payable, where such Subordinated Securities may be surrendered for registration of transfer, where such Subordinated Securities may be surrendered for exchange and where notice and demands to or upon the Company, in respect of such Subordinated Securities, and this Subordinated Indenture may be served, if other than as provided in Section 4.03;
(7) the right, if any, of the Company to redeem Subordinated Securities, in whole or in part, at its option and the period or periods within which, the price or prices at which, which and the any terms and conditions upon which Subordinated Securities of the series may be so redeemed, in whole pursuant to any sinking fund or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedotherwise;
(8) the obligation, if any, of the Company to redeem, purchase, purchase or repay Subordinated Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of thereof and the Security, price or prices at which and the period or periods within which, the price or prices at which, which and the any terms and conditions upon which Subordinated Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 or [Euro] 1,000, as the case may be, and any integral multiples multiple thereof, in the case of such denominationRegistered Subordinated Securities, or $1,000 and $5,000 or [Euro] 1,000 and [Euro] 5,000 in the case of Unregistered Subordinated Securities, the denomination or denominations in which such series of Subordinated Securities of the series shall be issuable;
(10) the percentage of the principal amount at which the Subordinated Securities will be issued, and, if other than the principal amount thereof, the portion of the principal amount of such series of Subordinated Securities which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;
(11) if other than the coin, currency or currencies in which the Subordinated Securities of the series are denominated, the coin, currency or currencies in which payment of the principal of or interest on the Subordinated Securities of such series shall be payable, including composite currencies or currency units;
(12) if the principal or interest on the Subordinated Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Subordinated Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;
(13) if the amount of payments of or principal of or any premium or and interest on any the Subordinated Securities of the series may be determined with reference to an index or formulaformula based on a coin, currency, composite currency or currency unit other than that in which the Subordinated Securities of the series are denominated, the manner in which such amounts shall be determined;
(1114) if other than whether the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Subordinated Securities of the series will be issuable as Registered Subordinated Securities (and if so, whether such Subordinated Securities will be issuable as Registered Global Subordinated Securities, the Depository for such Registered Global Securities and any additional terms and conditions relating to such Registered Global Subordinated Securities not be determinable as set forth in this Subordinated Indenture) or Unregistered Subordinated Securities (with or without Coupons), or any combination of the foregoing, any one or more dates prior restrictions applicable to the Stated Maturityoffer, the amount which shall be deemed to be the principal amount sale or delivery of such Securities as of any such date for any purpose under the Unregistered Subordinated Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as payment of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) interest thereon and, if other than by a Board Resolutionas provided in Section 2.08, the manner in terms upon which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Unregistered Subordinated Securities of the any series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, exchanged for Registered Subordinated Securities of such series and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registeredvice versa;
(15) whether and under what circumstances the Company will pay additional amounts on the Subordinated Securities of the series held by a person who is not a U.S. person in respect of any Authenticating Agentstax, Paying Agentsassessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem the Subordinated Securities of the series rather than pay such additional amounts;
(16) if the Subordinated Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Subordinated Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(17) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars of any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Subordinated Securities of such series;
(1718) any addition to, deletion from, additional events of default or change in covenants with respect to the Events of Default which applies to any Subordinated Securities of a particular series not set forth herein;
(19) the terms of subordination applicable to such series of Subordinated Securities;
(20) the terms and conditions, if any, upon which any change in the right Subordinated Securities of such series may or shall be converted or exchanged into other instruments or other forms of property of the Trustee Company or its subsidiaries, including without limitation, securities of another Person held by the requisite Holders of such Securities to declare Company or its Affiliates, and if so the principal amount of such Securities due and payable pursuant to Section 5.2terms thereof; and
(1821) any other terms of such series of Subordinated Securities (which terms shall not be inconsistent with the Securities provisions of such series, or of any specified tenor thereof. this Subordinated Indenture).
(b) All Subordinated Securities of any one series and Coupons, if any, appertaining thereto shall be substantially identical except that any series may have serial maturities and different interest rates for different maturities and except in the case of Registered Subordinated Securities as to denomination and the differences herein specified between Registered Global Subordinated Securities and Registered Subordinated Securities issued in definitive form and except as may otherwise be provided in or pursuant to the such Board Resolution referred and set forth in such Officer's Certificate or Supplemental Subordinated Indenture relating to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenturesuch series of Subordinated Securities. Unless otherwise provided with respect to the All Subordinated Securities of any one series need not be issued at the same time, and, unless otherwise provided in the Officer's Certificate or Supplemental Subordinated Indenture relating to such series, at the option a series may be reopened for issuances of the Company, interest on the additional Subordinated Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 2 contracts
Samples: Subordinated Indenture (Exodus Communications Inc), Subordinated Indenture (Handspring Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a resolution of the Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, of Directors or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4Sections 2.06, 3.52.07, 3.62.08, 9.63.03, 3.06 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture10.04);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) , of the Securities of the series is payable;
(54) the rate or rates rates, or the method of determination thereof, at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates interest payment dates on which any such interest shall be payable and, if other than as set forth in Section 2.04, the record dates for the determination of holders to whom interest is payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(65) the place or places in addition to the office or agency of the Company in the Borough of Manhattan, The City of New YorkYork required to be maintained pursuant to Section 4.02, any other place or places where the principal of of, and premium, if any, and any premium and interest on Securities of the series shall be payable;
(6) the Specified Currency of the Securities of the series;
(7) the period currency or periods within whichcurrencies in which payments on the Securities of the series are payable, if other than the Specified Currency;
(8) the conversion or exchange provisions applicable to the Securities of the series;
(9) whether and upon what terms the Securities of the series will be convertible into equity or debt securities of the Company;
(10) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, if other than by a Board Resolution, the manner in which pursuant to any election by the Company to redeem the Securities shall be evidencedsinking fund or otherwise;
(8) 11) the obligation, if any, of the Company to redeem, purchase, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of holder thereof and the Security, price at which or process by which and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(912) if other than denominations of $2,000 and any integral multiple of $1,000 and integral multiples of such denominationin excess thereof, the denomination or denominations in which Securities of the series shall be issuable;
(1013) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;
(14) if the principal of or interest on the Securities of the series are to be payable, at the election of the Company or a holder thereof, in a coin or currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made;
(15) if the amount of payments of principal of or any premium or and interest on any the Securities of the series may be determined with reference to an index based on a coin or formulacurrency other than the Specified Currency, the manner in which such amounts shall be determined;
(1116) any Events of Default with respect to the Securities of the series, if not set forth herein;
(17) if other than the principal amount rate of interest stated in the title of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2applicable Overdue Rate;
(1218) in the case of any series of non-interest bearing Securities, the applicable dates for purposes of clause (a) of Section 5.01;
(19) if other than The Bank of New York Mellon Trust Company, N.A. is to act as Trustee for the principal amount payable at Securities of the Stated Maturity series, the name and Principal Office of such Trustee;
(20) if either or both of Sections 12.02 and 12.03 do not apply to any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined)series;
(1321) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and that any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or name of the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 2.11 and any circumstances other than in addition to or in lieu of those set forth in clause (2) of Section 3.5 2.06 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registeredthereof;
(1522) any Authenticating Agents, Paying Agents, or any other agents with respect addition to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained covenants set forth in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) Four which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and whether any change in the right of the Trustee or the requisite Holders of such Securities covenant shall be subject to declare the principal amount of such Securities due and payable pursuant to covenant defeasance under Section 5.212.03; and
(1823) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above of Directors or in any such indenture supplemental to the Indenturehereto. Unless Notwithstanding Section 2.02(2) herein and unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of any series, at the option of the Company, interest on the Securities of any such series that bears interest may be paid by mailing a check issued up to the address of the Person entitled maximum aggregate principal amount authorized with respect to such interest series as increased; provided that no Event of Default with respect to such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company has occurred and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the seriesis continuing.
Appears in 1 contract
Samples: Indenture (Hecla Mining Co/De/)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be issued, authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.33.03, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1a) the title of the Securities of the series series, including “CUSIP” numbers (which shall distinguish the Securities of the series from Securities of any other series);
(2b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.07, 3.6, 9.63.08, or 11.7 13.04 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3c) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4d) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
(5e) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any such interest payable on any Interest Payment Date (which such Regular Record Date must be at least three Business Days prior to such Interest Payment Date), and the basis upon which interest shall be calculated if other than that of a 365-day year;
(6f) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on any Securities of the series shall be payable;
(7g) the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company Issuer and, if other than by a Board Resolution, the manner in which any election by the Company Issuer to redeem the Securities shall be evidenced;
(8) h) the obligation, if any, of the Company Issuer to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9i) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(10j) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(11k) if other than the currency of Canada, the currency, currencies or currency units in which the principal amount of the or any premium or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of Canada for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
l) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Issuer or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
m) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2;
(127.02; n) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 1 contract
Samples: Indenture (Welltower Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolution, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4304, 3.5305, 3.6306, 9.6906, 1107 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture1305);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(54) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the interest payable on any Interest Payment Date;
(65) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of (and any premium premium, if any) and interest on Securities of the series shall be payable;
(76) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, if other than by a Board Resolution, the manner in which any election by the Company is to redeem the Securities shall be evidencedhave that option;
(8) 7) the obligation, if any, of the Company to redeem, purchase, repay or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision or at the option of a Holder of the Securitythereof, and the period or periods within which, the price or prices at which, the Currency in which, and the other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) 8) if other than denominations of $1,000 and integral multiples of such denominationthereof, the denomination or denominations in which Securities of the series shall be issuable;
(9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion shall be determined;
(10) if other than Dollars, the Currency in which payment of the principal of (and premium, if any) or interest, if any, on the Securities of the series shall be payable or in which the Securities of the series shall be denominated;
(11) whether the amount of payments of principal of or any premium (and premium, if any) or interest on any the Securities of the series may be determined with reference to an index index, formula or formulaother method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;
(1112) provisions, if other than any, granting special rights to the principal amount Holders of Securities of the series upon the occurrence of such events as may be specified;
(13) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the portion Events of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2Default or covenants set forth herein;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1314) the application, if any, of either Section 1402 or both of Section 13.2 and Section 13.3 1403 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidencedseries;
(1415) whether the Securities of the series shall be issuable issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such a Global Security or Securities; the terms and conditions, if any, upon which such Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security or Securities may be transferred to, exchanged in whole or in part for other definitive Securities; and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in Securities, which any such transfer may Depositary must be registereda clearing agency registered under the Securities Exchange Act of 1934;
(1516) any Authenticating Agentstrustees, Paying Agentsauthenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(1817) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the such Officers’ ' Certificate referred to above or in any indenture such Indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of the series.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4Sections 304, 3.5305, 3.6306, 9.6907, 1107 or 11.7 1202 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates, or the method or methods (and related procedures) by which such date or dates will be determined or extended, on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, or the Floating or Adjustable Rate Provision pursuant to which such rates shall be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) whether the Securities of the series would be secured pursuant to Section 901(7);
(7) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of (and any premium premium, if any) and interest interest, if any, on Securities of the series shall be payable;
(7) 8) if applicable, the period or periods within which, the price or prices at whichwhich (including premium, if any) and the terms and conditions upon which Securities of the series may shall be redeemed, in whole or in part, at the option of the Company and, if other than by pursuant to a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedsinking fund or otherwise;
(8) 9) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Securitythereof, and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(910) if applicable, the terms of any right to convert or exchange Securities of the series into shares of Common Stock of the Company or other securities or property of the Company or other issuers;
(11) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof (or the equivalent thereof in one or more foreign currencies, currency units or composite currencies), the denomination or denominations in which Securities of the series shall be issuable;
(1012) if the amount of payments of principal of (or any premium premium, if any) or interest interest, if any, on any Securities of the series may be determined with reference to an index one or formulamore indices, the manner in which such amounts shall be determined;
(1113) if other than currency of the United States, one or more foreign currencies, currency units or composite currencies in which the Securities of the series are to be denominated;
(14) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the principal of (and premium, if any) and interest on the Securities of the series shall be payable;
(15) the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities will be issued and, if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2502 or provable under any applicable federal or state bankruptcy or similar law pursuant to Section 503;
(1216) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturityapplicable, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances circumstance other than those set forth in Section 3.5 305 in which any such Global Security may be transferred to, and registered and exchanged for, for Securities registered in the name of, a Person other than the Depositary for such Global Security or its a nominee thereof and in which any such transfer may be registered;
(1517) whether the Securities are to be issued as Original Issue Discount Securities;
(18) whether the interest, if any, on the Securities is to be payable, at the election of the Company or a holder thereof, in cash or in PIK Securities and the period or periods within which, and the terms and conditions upon which, such election may be made;
(19) any Authenticating Agentsdeletions from, Paying Agents, modifications of or any other agents additions to the events of default with respect to the Securities of the series, whether or not such events of default are consistent with the events of default described herein;
(1620) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X)series, or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such the series, or any change to or combination of such covenants, warranties or provisions;
(21) any restriction or condition on the provisions transferability of any such covenant or warranty included in this Indenture for the benefit of Securities of all series the series;
(including 22) any covenants contained in Article X) which applies authenticating or paying agents, registrars, conversion agents or any other agents with respect to the Securities of such the series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(1823) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 901(6)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the seriesTrustee.
Appears in 1 contract
Samples: Indenture (Nabors Industries Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more seriesseries and unless provided for otherwise in an indenture supplemental hereto, each such series shall be subordinated and subject in right to all Senior Debt in accordance with Article 13. There shall be established in or pursuant to a resolution of the Board Resolution and, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1a) the title designation of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2b) any limit upon on the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.42.08, 3.52.09, 3.6, 9.6, 2.11 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture11.03);
(3c) the Person to whom any interest on a Security percentage or percentages of the series shall principal amount at which the debt securities will be payable, issued;
(d) if other than Dollars, the Person coin or currency in whose name which the Securities of that Security series are denominated (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interestincluding, but not limited to, any Non-U.S. Currency);
(4e) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5f) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates interest payment dates on which any such interest shall be payable, payable and the Regular Record Date record dates for any the determination of Holders to whom interest is payable on any Interest Payment Dateand/or the method by which such rate or rates or date or dates shall be determined;
(6g) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payablepayable (if other than as provided in Section 3.02);
(7h) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andIssuer, if other than by a Board Resolution, the manner in which pursuant to any election by the Company to redeem the Securities shall be evidencedsinking fund or otherwise;
(8) i) the obligation, if any, of the Company Issuer to redeem, purchase, purchase or repay Securities of the series pursuant to any mandatory redemption, redemption sinking fund, fund or analogous provision provisions or at the option of a Holder of thereof and the Security, price or prices at which and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(9j) if other than denominations of $1,000 and integral multiples of such denominationany multiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10k) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 4.01 or provable in bankruptcy pursuant to Section 4.02;
(l) if other than the coin or currency in which the Securities of that series are denominated, the coin or currency in which payment of the principal of or interest on the Securities of such series shall be payable;
(m) if the principal of or interest on the Securities of such series are to be payable, at the election of the Issuer or a Holder thereof, in a coin or currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;
(n) if the amount of payments of principal of or any premium or and interest on any the Securities of the series may be determined with reference to an index based on a coin or formulacurrency other than that in which the Securities of the series are denominated, or with reference to any currencies, securities or baskets of securities, commodities or indices, the manner in which such amounts shall be determined;
(11o) if other than the principal amount Holders of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one may convert or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to exchange the Securities of the series into or for securities of the Issuer or of other entities or other property (including, in or the case of Section 13.3cash value thereof), the covenants specific terms of and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in period during which any election pursuant to such Sections by the Company shall conversion or exchange may be evidencedmade;
(14p) whether the Securities of the series shall will be issuable as Registered Securities (and if so, whether such Securities will be issuable in whole or in part in the form of one Registered Global Securities) or more Global Bearer Securities (with or without coupons), or any combination of the foregoing, any restrictions applicable to the offer, sale, transfer, exchange or delivery of Bearer Securities or Registered Securities or the payment of interest thereon and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company)as provided herein, and the terms upon which Bearer Securities of any circumstances other than those set forth in Section 3.5 in which any such Global Security series may be transferred to, exchanged for Registered Securities of such series and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registeredvice versa;
(15q) the identity of the Depositary;
(r) whether and under what circumstances the Issuer will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Securities rather than pay such additional amounts;
(s) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(t) any Authenticating Agentstrustees, Paying Agentsdepositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of the such series;
(16u) any applicable United States federal income tax and English income tax consequences, including, but not limited to: whether and under what circumstances the Issuer will pay additional amounts on Securities for any tax, assessment or governmental charge withheld or deducted and, if so, whether it will have the option to redeem those Securities rather than pay the additional amounts; tax considerations applicable to any discounted Securities or to Securities issued at par that are treated as having been issued at a discount for United States federal income tax purposes; and tax considerations applicable to any Securities denominated and payable in foreign currencies;
(v) whether the Securities of such series will be secured;
(w) any applicable selling restrictions;
(x) whether the Securities of such series will be entitled to the benefits of guarantees;
(y) any other covenant events of default, modifications or warranty included for the benefit elimination of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all seriesany acceleration rights, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies with respect to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee terms required by or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2advisable under applicable laws or regulations; and
(18z) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the All Securities of any series, one series need not be issued at the option of the Company, interest on the Securities of any series that bears interest same time and may be paid by mailing a check issued from time to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of time, consistent with the terms of the series are established this Indenture, if so provided by action taken or pursuant to a such Board Resolution, a copy of an appropriate record of Resolution or in any such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the seriesindenture supplemental hereto.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. All Securities of each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof with respect to such series without preference, priority or distinction on account of the actual time of the authentication and delivery or Maturity of the Securities of such series. There shall be established in or pursuant to a Board Resolution Resolution, and, subject to Section 3.3the extent not set forth therein, set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities all other series of any other seriesSecurities);
(2) the price or prices (expressed as a percentage of the aggregate principal amount thereof) at which the Securities will be issued;
(3) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the that series pursuant to Section 3.43.04, 3.5Section 3.05, 3.6Section 3.06, 9.6Section 9.06, Section 11.06, Section 13.05 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture14.03);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) , of the Securities of the series is payable;
(5) the rate or rates (which may be fixed or variable), or the method of determination thereof, at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the interest payable on any Interest Payment DateDate or, if the principal amount payable at the Stated Maturity of any of the Securities will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which will be deemed to be such principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any Maturity other than the Stated Maturity or which will be deemed to be Outstanding as of any such date (or, in any such case, the manner in which such deemed principal amount is to be determined);
(6) if other than the Corporate Trust Office, the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of (and any premium premium, if any) and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.25.02;
(1211) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such a Global Security or Global Securities (if other than The Depository Trust Company)Securities, the terms and any circumstances other than those set forth in Section 3.5 in conditions upon which any such Global Security may be transferred to, exchanged in whole or in part for other individual securities and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registeredSecurities;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1712) any addition to, deletion from, to or change in the Events of Default which apply to any Securities of the series;
(13) any addition to or change in the covenants set forth in ARTICLE X which applies to Securities of the series;
(14) the nature and terms of the security for any secured Securities;
(15) the form and terms of any guarantee of the Securities;
(16) the application, if any, of Section 14.02 or Section 14.03 to the Securities of the series and any change provisions in the right modification of, in addition to or in lieu of any of the Trustee provisions of ARTICLE XIV;
(17) the listing of the Securities on any securities exchange or the requisite Holders of inclusion in any other market or quotation or trading system;
(18) any Trustee, Authenticating Agent, Paying Agent, issuing or transfer agent or Securities Registrar or any other Person appointed to act in connection with such Securities to declare for or on behalf of the principal amount of such Securities due and payable pursuant to Section 5.2Holders thereof or the Company; and
(1819) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture). The Securities shall be subordinate and junior in right of such series, or payment to Senior Debt of any specified tenor thereofthe Company as provided in ARTICLE XVI. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the such Board Resolution referred and set forth in such Officers' Certificate, to above and (subject to Section 3.3) set forththe extent applicable, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the All Securities of any series, one series need not be issued at the option same time and, unless otherwise provided, a series may be reopened, without the consent of the CompanyHolders, interest on the for issuance of additional Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerseries. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Board Resolution or the Officers’ ' Certificate setting forth the terms of the series.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolution, subject to Section 3.3, and set forth, forth in or determined in the manner provided, described in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any series,hereto:
(1) the title of the Debt Securities of and the series (in which such Debt Securities shall distinguish the Securities of the series from Securities of any other series)be included;
(2) any limit upon the aggregate principal amount of the Debt Securities of the that series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the that series pursuant to Section 3.4304, 3.5305, 3.6306, 9.6, 905 or 11.7 1107) and except for any the percentage of their principal amount at which the Debt Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture)will be issued;
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Debt Securities of the that series is payablepayable or the manner of determining the same;
(54) the rate or rates at which the Debt Securities of the that series shall bear interest, if any, or the manner of determining the same, the date or dates from which such interest shall accrue, or the manner of determining the same, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the determination of Holders to whom interest shall be payable on any Interest Payment Date, and the basis upon which interest shall be calculated if other than that of a year of twelve 30-day months;
(65) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of (and any premium premium, if any) and interest interest, if any, on the Debt Securities of the that series shall be payablepayable and the method of such payment;
(76) the period or periods within which, the price or prices at which, which and the terms and conditions upon which the Debt Securities of the that series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) 7) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Debt Securities of the that series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Debt Securities of the that series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) 8) if other than denominations of U.S. $100,000 and any integral multiple of U.S. $1,000 and integral multiples of such denominationabove U.S. $100,000, the denomination or denominations in which the Debt Securities of the that series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(119) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of the Debt Securities of that series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2502;
(10) the currency or currencies, including composite currencies or units of two or more currencies, in which the payment of the principal of (and premium, if any) and interest on the Debt Securities of that series shall be payable (if other than currency of the United States of America);
(11) the provisions, if any, relating to the conversion or exchange of the Debt Securities of any series into Debt Securities of another series or into Common Stock;
(12) if any additional covenants and events of default and the principal amount payable at remedies with respect thereto concerning the Stated Maturity of any Debt Securities of the that series will if not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined)set forth herein;
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the whether any Debt Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable issued in whole or in part in the form of one or more Global Debt Securities and, in such caseif so, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Debt Security or its nominee Debt Securities (which Depositary shall be, if then required by applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation) and whether beneficial owners of interests in such Global Debt Security or Debt Securities may exchange such interests for Debt Securities of such series and of like tenor and of any authorized form and denomination and the circumstances under which any such transfer exchanges may be registeredoccur, if other than in the manner provided in Section 305);
(1514) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities identity of the series;
(16) any other covenant or warranty included Trustee for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Debt Securities of the series and any change in if not the right Trustee, the identity of each Paying Agent and Debt Securities Registrar for the Debt Securities of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2series; and
(1815) any other terms of the Debt Securities of such that series, or of any specified tenor thereof. All Debt Securities of any one series shall be substantially identical except as to denomination denomination, currency, the rate or rates of interest, if any, and the Maturity and except as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) set forth, forth or determined in the manner provideddescribed in such Officers' Certificate, in the Officers’ Certificate referred to above or in any such indenture supplemental to hereto. All Debt Securities of any one series need not be issued at the Indenturesame time, and, unless otherwise provided, a series may be reopened for issuances of additional Debt Securities of that series. Unless otherwise provided with respect established in or pursuant to the Securities of any seriesan Officers' Certificate, or in one or more indentures supplemental hereto, at the option of the Company, interest on the Debt Securities of any series that bears interest may be paid by mailing a check to the address of the Person person entitled to such interest thereto as such address shall appear in the Security Debt Securities Register. If the form of Debt Securities of any of the terms of the series are is established by action taken pursuant to a Board Resolution, an appropriate Officers' Certificate setting forth such form together with a copy of an appropriate record of such action the Board Resolution shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth order contemplated by Section 303 for the terms authentication and delivery of the seriessuch Debt Securities.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolution, subject to Section 3.3, set forth, a Company Order or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any serieshereto,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.6, 9.06 or 11.7 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the or any Maturity Consideration on any Securities of the series is payable;
(5) the rate or rates at which the any Securities of the series shall bear interest, if any, or any method by which such rate or rates shall be determined, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium of, premium, if any, or Maturity Consideration and interest on any Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Securitythereof, and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligationobligation and any provisions for the remarketing of any Securities;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index index, formula or formulaother method, the manner in which such amounts shall be determined;
(11) if other than the principal amount currency of the United States of America, the currency, currencies or composite currencies in which the principal of or any premium or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or composite currencies other than that or those in which such Securities are stated to be payable, the currency, currencies or composite currencies in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.25.02;
(1214) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1315) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in whole or any specified part shall be defeasible pursuant to Section 13.02 and that certain covenants of the case of Company shall be defeasible pursuant to Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) 13.03 and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease such Securities or covenants shall be evidenced;
(1416) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries respective Depositories for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 2.04 and any circumstances other than in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 3.5 3.05 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such seriesthereof;
(17) whether, and the terms and conditions relating to when, the Company may satisfy certain of its obligations with respect to such Securities with regard to payment upon Maturity, or any redemption or required repurchase or in connection with any exchange provisions by delivering to the Holders thereof Maturity Consideration.
(18) any addition to, deletion from, to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.25.02;
(19) any addition to or change in the covenants set forth in Article X which applies to Securities of the series;
(20) the terms and conditions pursuant to which the Securities may be converted into or exchanged for other debt securities of the Company;
(21) terms with respect to book-entry procedures; and
(1822) any other terms of the Securities of such series, or which terms shall not be inconsistent with the provisions of any specified tenor thereof. this Indenture, except as permitted by Section 9.01(5); All Securities of any one series shall be substantially identical except as to currency of payments due thereunder, denomination and the rate of interest thereon, or method of determining the rate of interest, if any, Maturity, and the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, forth in a Certificate or determined the Company Order and set forth in the manner provided, in the Officers’ a Certificate referred to above or in any indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the Securities The terms of any series, at the option of the Company, interest on the Securities of any series may provide, without limitation, that bears interest the Securities shall be authenticated and delivered by the Trustee upon original issuance from time to time upon written order of persons designated in the Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series. All Securities of any one series need not be issued at the same time and, unless otherwise so provided, a series may be paid by mailing a check reopened for issuances of additional Securities of such series or to the address establish additional terms of the Person entitled to such interest as such address shall appear in the Security Registerseries of Securities. If any of the terms of the series are established by action taken pursuant to a Board ResolutionResolution or indenture supplemental hereto, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth Company Order contemplated by Section 3.03 for the terms authentication and delivery of the seriessuch Securities.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolution, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.6, 10.06 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture12.07);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payablepayable or the method of determination thereof;
(54) the rate or rates (which may be fixed or variable), or the method of determination thereof, at which the Securities of the series shall bear interest, if any, including the rate of interest applicable on overdue payments of principal or interest, if different from the rate of interest stated in the title of the Security, the date or dates from which such interest shall accrueaccrue or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the interest payable on any Interest Payment Date;
(65) the place Paying Agent or places in addition to Paying Agents for the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payableif other than the Trustee;
(6) the Place of Payment of the Securities of the series if other than the Corporate Trust Office of the Trustee;
(7) if applicable, the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.26.02;
(11) if the provisions of Section 5.02 of this Indenture are to apply to the Securities of the series, a statement indicating the same;
(12) if the principal amount payable at the Stated Maturity any deletions from or modifications of any Securities of the series will not be determinable as of any one or more dates prior additions to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect 6.01 pertaining to the Securities of the series;
(1613) any other covenant or warranty included for the benefit form of the Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1714) any addition tothe obligation, deletion fromif any, or change in the Events of Default which applies to any Securities of the series Company to permit the conversion of the Securities into Capital Stock and the terms and conditions upon which such conversion shall be effected (including, without limitation, the initial conversion rate, the conversion period and any change other provision in the right addition to or in lieu of the Trustee or the requisite Holders of those set forth in this Indenture relative to such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; andobligation);
(1815) any other terms of a particular series and any other provisions expressing or referring to the terms and conditions upon which the Securities of such seriesthat series are to be issued, which terms and provisions are not in conflict with the provisions of this Indenture or do not adversely affect the rights of Holders of any specified tenor thereofother series of Securities then Outstanding); provided, however, that the addition to or subtraction from or variation of Articles Five, Six, Nine and Eleven (and Section 1.01 insofar as it relates to the definition of certain terms as used in such Articles) with regard to the Securities of a particular series shall not be deemed to constitute a conflict with the provisions of those Articles; and
(16) the Reporting Date of the Securities of the series. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the such Officers’ ' Certificate referred to above or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the The Securities of any series, at the option all series shall rank on a parity in right of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerpayment. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of the series.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, resolution or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Debt Securities of any series,
(1) the title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from Securities of any all other seriesDebt Securities);
; (2) any limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to Section 3.42.06, 3.52.07, 3.62.08, 9.6, 3.03 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture10.04);
; (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) , of the Debt Securities of the series is payable;
; (54) the rate or rates rates, or the method of determination thereof, at which the Debt Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates interest payment dates on which any such interest shall be payable and, if other than as set forth in Section 2.04, the record dates for the determination of Holders to whom interest is payable; (5) if an Original Issue Discount Security, and the Regular Record Date for any interest payable on any Interest Payment Date;
Yield to Maturity; (6) the place or places in addition to (the Borough "Place of Manhattan, The City of New York, Payment") where the principal of of, and premium, if any, and any premium and interest on Debt Securities of the series shall be payable;
; (7) the period or periods within which, the price or prices at which, the period or periods within which and the terms and conditions upon which Debt Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, if other than by a Board Resolution, the manner in which pursuant to any election by the Company to redeem the Securities shall be evidenced;
sinking fund or otherwise; (8) the obligation, if any, of the Company to redeem, purchase, purchase or repay Debt Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of thereof and the Security, price or prices at which and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Debt Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
; (9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Debt Securities of the series shall be issuable;
; (10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of its Maturity the maturity thereof pursuant to Section 5.2;
6.01; (11) the non-application of, addition to, or change in, any of the Events of Default with respect to the Debt Securities, and the remedies with respect thereto; (12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3any series of non-interest bearing Debt Securities, the covenants and any Events "stated intervals" for purposes of Default not specified therein that are subject theretoSection 312(a) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form Trust Indenture Act of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.21939; and
(18) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.5
Appears in 1 contract
Samples: Indenture (McDonalds Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.33.03, set forth, forth or determined in the manner provided, provided in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1a) the title of the Securities of the series series, including CUSIP numbers (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4Sections 3.04, 3.53.05, 3.63.06, 9.63.07, 3.08, 9.06 or 11.7 11.07, and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3c) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that the Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4d) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5e) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the interest payable on any Interest Payment Date;
(6f) the place or places places, if any, in addition to or in the Borough place of Manhattan, The City of New Yorkthe Corporate Trust Office, where the principal of (and any premium premium, if any) and interest interest, if any, on Securities of the series shall be payablepayable and where such Securities may be registered or transferred;
(7g) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9h) if other than denominations of $1,000 and any integral multiples multiple of such denomination$1,000, the denomination or denominations in which Securities of the series shall be issuable;
(10i) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;
(j) if other than such coin or currency of the United States as at the time of payment is legal tender for payment of public or private debts, the coin or currency, including composite currencies such as the European Currency Unit, in which payment of the principal of (and premium, if any) and interest, if any, on the Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States for any purpose, including for purposes of the designation of "Outstanding" in Section 1.01;
(k) if the principal of (and premium, if any) or interest, if any, on the Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units which may be elected and the period or periods within which, and the terms and conditions upon which, such election may be made and the amount so payable;
(l) if the amount of payments of principal of (and premium, if any) or any premium or interest interest, if any, on any the Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12m) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13n) the application, if any, of either or both of Section 13.2 and Section 13.3 any provisions permitted by this Indenture relating to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, or covenants of the manner in which any election pursuant Company with respect to such Sections by the Company shall be evidencedseries of Securities;
(14o) whether if the Securities of the series shall be issuable issued in whole or in part in the form of one or more Global Securities andSecurities, whether beneficial owners of interests in such case, the Depositary or Depositaries for any such Global Security or Global may exchange such interests for Securities (of such series of like tenor and of authorized form and denomination and the circumstances under which any such changes may occur, if other than The Depository Trust Companyin the manner provided in Section 3.07(b)(ii), and any circumstances other than related certificates in addition to those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered3.13;
(15p) any Authenticating Agentsdeletion of, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies apply to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.25.02;
(q) any deletion of, addition to or change in the covenants set forth in Article X which apply to Securities of the series;
(r) any information the Company shall be obligated to provide to the Trustee, and the Trustee shall be obligated to promptly forward to Holders of Securities of the series, pursuant to Section 7.03(b);
(s) the form of any legend(s) which shall be borne by any Restricted Securities in addition to or in lieu of those set forth in Section 2.02; any circumstances in addition to or in lieu of those set forth in Section 3.06(b) in which such legend(s) may be removed or modified; any circumstances in addition to or in lieu of those set forth in Section 3.06(a) in which definitive Securities may be registered for transfer; and any certificates in addition to or in lieu of those set forth in Section 3.13; and
(18t) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, forth in the Officers’ ' Certificate referred to above or in any indenture supplemental hereto referred to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerabove. If any of the terms of the series Securities of a series, including the form of Security of such series, are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary any authorized officer of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth Company Order contemplated by Section 3.03 for the terms authentication and delivery of the seriessuch series of Securities.
Appears in 1 contract
Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. .
(b) The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.33.03, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1i) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2ii) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.6, 9.06 or 11.7 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3iii) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4iv) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
(5v) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6vi) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on any Securities of the series shall be payable;
(7vii) the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) viii) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9ix) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(10x) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(11xi) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of "Outstanding" in Section 1.01;
(xii) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.25.02;
(12xiii) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13xiv) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in the case of whole or any specified part, shall be defeasible pursuant to Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) 13.02 or Section 13.03 or both such Sections and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease such Securities shall be evidenced;
(14xv) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries respective Depositories for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 2.04 and any circumstances other than in addition to or in lieu of those set forth in Section 3.5 3.05(h)(ii) in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registeredthereof;
(15xvi) any Authenticating Agentsthe right, Paying Agentsif any, or any other agents with respect to the Securities of the series;
(16) any other covenant Company to convert or warranty included for exchange the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination the obligation, if any, of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies Company to permit the Securities of such seriesseries to be converted into or exchanged, for common stock of the Company or other securities or property of the Company and the terms and conditions upon which such conversion or exchange shall be effected (including, without limitation, the initial conversion price or rate, the conversion or exchange period, any adjustment of the applicable conversion or exchange price or rate and any requirements relative to the reservation of such shares for purposes of conversion or exchange);
(17xvii) if convertible or exchangeable, any applicable limitations on the ownership or transferability of the securities or property into which such Securities are convertible or exchangeable;
(xviii) any addition to, deletion from, to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.25.02;
(xix) any addition to or change in the covenants set forth in Article X which applies to Securities of the series; and
(18xx) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereof. except as permitted by Section 9.01(e)).
(c) All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.33.03) set forth, or determined in the manner provided, in the Officers’ ' Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. hereto.
(d) If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of the series.
(e) The Securities shall rank equally in right of payment with all Senior Indebtedness
Appears in 1 contract
Samples: Indenture (M&t Bank Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolution, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.6, 10.06 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture12.07);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payablepayable or the method of determination thereof;
(54) the rate or rates (which may be fixed or variable), or the method of determination thereof, at which the Securities of the series shall bear interest, if any, including the rate of interest applicable on overdue payments of principal or interest, if different from the rate of interest stated in the title of the Security, the date or dates from which such interest shall accrueaccrue or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the interest payable on any Interest Payment Date;
(65) the place Paying Agent or places in addition to Paying Agents for the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payableif other than the Trustee;
(6) the Place of Payment of the Securities of the series if other than the Corporate Trust Office of the Trustee;
(7) if applicable, the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.26.02;
(11) if the provisions of Section 5.02 of this Indenture are to apply to the Securities of the series, a statement indicating the same;
(12) if the principal amount payable at the Stated Maturity any deletions from or modifications of any Securities of the series will not be determinable as of any one or more dates prior additions to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect 6.01 pertaining to the Securities of the series;
(1613) any other covenant or warranty included for the benefit form of the Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1714) any addition tothe obligation, deletion fromif any, or change in the Events of Default which applies to any Securities of the series Company to permit the conversion of the Securities into Capital Stock and the terms and conditions upon which such conversion shall be effected (including, without limitation, the initial conversion rate, the conversion period and any change other provision in the right addition to or in lieu of the Trustee or the requisite Holders of those set forth in this Indenture relative to such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; andobligation);
(1815) any other terms of a particular series and any other provisions expressing or referring to the terms and conditions upon which the Securities of such seriesthat series are to be issued, which terms and provisions are not in conflict with the provisions of this Indenture or do not adversely affect the rights of Holders of any specified tenor thereofother series of Securities then Outstanding); provided, however, that the addition to or subtraction from or variation of Articles Five, Six, Nine and Eleven (and Section 1.01 insofar as it relates to the definition of certain terms as used in such Articles) with regard to the Securities of a particular series shall not be deemed to constitute a conflict with the provisions of those Articles; and
(16) the Reporting Date of the Securities of the series. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the such Officers’ ' Certificate referred to above or in any such indenture supplemental hereto. The Securities shall be subordinated in right of payment to the IndentureSenior Indebtedness as provided in Article Four. Unless otherwise provided with respect to the The Securities of any series, at the option all series shall rank on a parity in right of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerpayment. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of the series.
Appears in 1 contract
Samples: Senior Subordinated Indenture (Century Communications Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3303, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1) the title title, including CUSIP number and, if applicable, ISIN number, of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4304, 3.5305, 3.6306, 9.6906, 1107 or 11.7 1203 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
(5) the rate or rates rates, or the method of determination thereof, at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on any Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which (including the notice period, if different from the notice period set forth in Section 1104 hereof) any Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, and if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the right or obligation, if any, of the Company to redeem, purchase, purchase or repay any Securities of the series pursuant to any mandatory redemption, right to do so contained in the Securities or pursuant to sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(9) any provision for the conversion or exchange of Securities of the series, either at the option of the Holder thereof or the Company, into or for another security or securities of the Company, the security or securities into or for which, the period or periods within which, the price or prices, including any adjustments thereto, at which and the other terms and conditions upon which any Securities of the series shall be converted or exchanged, in whole or in part, pursuant to such obligation;
(10) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(1011) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index one or more indices or pursuant to a formula, the manner in which such amounts shall be determined;
(1112) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101;
(13) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(14) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2502;
(1215) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1316) the application, if any, of whether either or both of Section 13.2 1302 and Section 13.3 1303 shall not apply to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidencedseries;
(1417) whether the any Securities of the series shall be issuable issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company)in lieu of that set forth in Section 204, and any circumstances other than in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 3.5 305 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registeredthereof;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1718) any addition to, deletion from, from or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.2502;
(19) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series;
(20) any provisions necessary to permit or facilitate the issuance, payment or conversion of any Securities of the series that may be converted into securities or other property (including shares of the Company’s common or preferred stock or other securities of the Company) other than Securities of the same series and of like tenor, whether in addition to or in lieu of, any payment of principal or other amount and whether at the option of the Company or otherwise; and
(1821) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 901(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3303) set forth, or determined in the manner provided, provided in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenturehereto. All Securities of any one series need not be issued at one time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person person entitled to such interest thereto as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 1 contract
Samples: Indenture (RadNet, Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andof the Issuer and of the Guarantor, subject to Section 3.3as the case may be, and set forth, or determined in the manner provided, forth in an Officers’ ' Certificate pursuant to a Board Resolution or indenture supplemental to this Indentureof the Issuer and of the Guarantor, as the case may be, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1a) the title designation of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.42.05, 3.52.06, 3.62.07, 9.6, 4.02 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture11.04);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4c) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5d) the rate or rates rates, which may be fixed or variable, at which the Securities of the series shall bear interest, if any, and if the rate or rates are variable, the manner of calculation thereof, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payablepayable and, and in the case of Registered Securities, the Regular Record Date for any the determination of Holders of such Securities to whom interest is payable on any Interest Payment Date;
(6e) the place or places (in addition to the Borough of Manhattan, The City of New York, such place or places specified in this Indenture) where the principal of (and any premium premium, if any), interest, if any, and interest Additional Amounts, if any, on Securities of the series shall be payable;
(7f) the right, if any, of the Issuer to redeem Securities, in whole or in part, at its option and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole redeemed pursuant to any sinking fund or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedotherwise;
(8) g) the obligation, if any, of the Company Issuer to redeem, purchase, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(9h) if other than denominations of $1,000 and integral multiples of such denominationU.S. Dollars, the denomination currency or denominations currencies, or units based on or related to foreign currencies, including the Euro, in which the Securities of the series shall be issuabledenominated and in which payments of principal of (premium, if any), interest, if any, on and any other amounts payable with respect to such Securities shall or may be payable; or in the manner in which such currency, currencies or composite currencies will be determined; and if the principal of (and premium, if any) and interest, if any, on the Securities of such series are to be payable, at the election of the Issuer or a holder thereof, in a currency or currencies, including composite currencies, other than that or those in which the Securities are stated to be payable, the currency or currencies in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(10i) if the amount of payments of principal of or any premium or and interest on any the Securities of the series may be determined with reference to an index based on a currency or formulacurrencies other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(11j) the denominations in which Securities of the series shall be issuable, if other than U.S.$l,000 or integral multiples thereof with respect to Registered Securities and denominations of U.S.$1,000 and U.S.$5,000 for Unregistered Securities;
(k) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its Maturity the maturity thereof or which the Trustee shall be entitled to claim pursuant to Section 5.27.02;
(12l) if whether the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable issuable as of Registered Securities or Unregistered Securities (with or without Coupons), or both, any one or more dates prior restrictions applicable to the Stated Maturityoffer, the amount which shall be deemed to be the principal amount sale or delivery of such Unregistered Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolutionas provided for in Section 2.05, the manner in terms upon which any election pursuant to Unregistered Securities of the series may be exchanged for Registered Securities of such Sections by the Company shall be evidenced;
(14) series and vice versa; and whether the Securities of the series shall be issuable issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries Depository for such Global Security or Securities and whether any Global Securities (of the series are to be issuable initially in temporary form and whether any Global Securities of the series are to be issuable in definitive form with or without Coupons and, if so, whether beneficial owners of interests in any such definitive Global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which and the place or places where any such exchanges may occur, if other than The Depository Trust Company), and any circumstances other than those set forth in the manner provided in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered2.05;
(15m) whether and under what circumstances and to which Holders the Issuer will pay Additional Amounts on the Securities of the series in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Securities in the event it becomes obligated to pay such Additional Amounts;
(n) the provisions, if any, for the defeasance of the Securities of the series;
(o) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(p) any Authenticating Agentstrustees, Paying Agentsdepositaries, authenticating or paying agents, transfer agents, registrars or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities Security of such series;
(17q) any addition to, deletion from, or change in the Events Guarantees of Default which applies to any the Securities of the such series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2Article Three hereof; and
(18r) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical except (i) as to denomination denomination, (ii) that Securities of any series may be issuable as either Registered Securities or Unregistered Securities and except (iii) as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the such Officers’ ' Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an any Assistant Secretary of the Company Issuer or the Guarantor, as the case may be, and delivered to the Trustee at the same time as or prior to the delivery of the Officers’ ' Certificate setting forth the terms of the series.
Appears in 1 contract
Samples: Indenture (General Motors Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and the Securities of each such series shall rank equally and pari passu with the Securities of each other series, but all Securities issued hereunder shall be subordinate and junior in right of payment, to the extent and in the manner set forth in Article Thirteen, to all Senior Indebtedness. There shall be established in or pursuant to one or more Board Resolutions (and, to the extent established pursuant to rather than set forth in a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner providedResolution, in an Officers’ ' Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, detailing such establishment) or established in one or more indentures supplemental to this Indenturehereto, prior to the initial issuance of Securities of any series,:
(1) the title designation of the Securities of the series (series, which shall distinguish the Securities of the such series from the Securities of any all other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.42.8, 3.52.9, 3.62.11, 9.6, 8.5 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture12.3);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(54) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and on which a record shall be taken for the Regular Record Date for determination of Holders to whom any such interest is payable on any Interest Payment Dateor the method by which such rate or rates or date or dates shall be determined or both;
(65) the place or places where and the manner in addition to the Borough of Manhattan, The City of New York, where which the principal of of, premium, if any, and any premium and interest interest, if any, on Securities of the series shall be payable;
payable (7if other than as provided in Section 3.2) the period or periods within which, the price or prices at which, and the terms and conditions upon which office or agency for the Securities of the series may be redeemedmaintained by the Issuer pursuant to Section 3.2;
(6) the right, if any, of the Issuer to redeem, purchase or repay Securities of the series, in whole or in part, at the its option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices (or the method by which such price or prices shall be determined or both) at which, the form or method of payment therefor if other than in cash and any terms and conditions upon which, and the manner in which (if different from the provisions of Article Twelve), Securities of the series may be so redeemed, purchased or repaid, in whole or in part, pursuant to any sinking fund or otherwise;
(7) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the series in whole or in part pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which the price or prices (or the method by which such price or prices shall be determined or both) at which, the form or method of payment therefor if other than in cash and any terms and conditions upon which, and the manner in which (if different from the provisions of Article Twelve), Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(9) 8) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon acceleration of the maturity thereof;
(10) whether Securities of the series will be issuable as Global Securities;
(11) if the amount Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(12) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;
(13) any deleted, modified or additional events of default or remedies or any additional covenants with respect to the Securities of such series;
(14) whether the provisions of Section 10.1(C) will be applicable to Securities of such series;
(15) any provision relating to the issuance of Securities of such series at an original issue discount (including, without limitation, the issue price thereof, the rate or rates at which such original issue discount shall accrete, if any, and the date or dates from or to which or period or periods during which such original issue discount shall accrete at such rate or rates);
(16) if other than Dollars, the foreign currency in which payment of the principal of, premium, if any, and interest, if any, on the Securities of such series shall be payable;
(17) if any entity other than The Bank of New York is to act as Trustee for the Securities of such series, the name and Corporate Trust Office of such Trustee;
(18) if the amounts of payments of principal of or any premium or interest of, premium, if any, and interest, if any, on any the Securities of the such series may are to be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(1819) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical identical, except as to denomination and except as may otherwise be provided in by or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ ' Certificate referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution, such Officers' Certificate or in any such indenture supplemental hereto. Unless otherwise provided Any such Board Resolution or Officers' Certificate referred to above with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to filed with the address Trustee on or before the initial issuance of the Person entitled Securities of such series shall be incorporated herein by reference with respect to Securities of such interest as such address series and shall appear in the Security Register. If any thereafter be deemed to be a part of the terms of the series are established by action taken pursuant Indenture for all purposes relating to a Board Resolution, a copy of an appropriate record Securities of such action shall be certified by the Secretary series as fully as if such Board Resolution or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting were set forth the terms of the seriesherein in full.
Appears in 1 contract
Samples: Senior Subordinated Indenture (York International Corp /De/)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolutions of the Company and the Guarantor, subject to Section 3.3as appropriate, and set forth, or determined forth in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificates of the Company and the Guarantor, as appropriate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4Sections 304, 3.5305, 3.6306, 9.6, 906 or 11.7 1107 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, or the Floating or Adjustable Rate Provision pursuant to which such rates shall be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) whether the Securities of the series would be secured pursuant to Section 901(6);
(7) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) 8) if applicable, the period or periods within which, the price or prices at whichwhich (including premium, if any) and the terms and conditions upon which Securities of the series may or are required to be redeemedredeemed or prepaid, in whole or in part, at the option of the Company and, if other than by or the Guarantor pursuant to a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedsinking fund or otherwise;
(8) 9) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(910) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(1011) if other than such coin or currency of the United States of America as at the time is legal tender for payment of public or private debts, the currency or currencies, including composite currencies, or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “outstanding” in Section 101;
(12) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index one or formulamore indices, the manner in which such amounts shall be determined;
(1113) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies, including composite currencies, or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies, including composite currencies, or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(14) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2502 or provable under any applicable federal or state bankruptcy or similar law pursuant to Section 503;
(1215) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturityapplicable, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances circumstance other than those set forth in Section 3.5 305 in which any such Global Security may be transferred to, and registered and exchanged for, for Securities registered in the name of, a Person other than the Depositary for such Global Security or its a nominee thereof and in which any such transfer may be registered;
(1516) any Authenticating Agents, Paying Agents, other event or any other agents events of default applicable with respect to the Securities of the seriesseries in addition to those provided in Section 501(1) through (7);
(1617) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X)series, or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such the series, or any change to or combination of such covenants, warranties or provisions;
(18) if other than as set forth in Section 206, the provisions Guarantee of any such covenant or warranty included in this Indenture for the benefit of Securities of all such series pursuant to Article Fourteen hereof;
(including 19) any covenants contained in Article Xrestriction or condition on the transferability of the Securities of the series;
(20) which applies any authenticating or paying agents, registrars or any other agents with respect to the Securities of such the series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(1821) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 901(5)). All Securities of any one series shall be substantially identical except as to denomination and number and except as may otherwise be provided in or pursuant to the Board Resolution Resolutions referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the such Officers’ Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board ResolutionResolution of the Company or the Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the seriesTrustee.
Appears in 1 contract
Samples: Indenture (ING U.S., Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;; .
(7) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 1 contract
Samples: Indenture (Independent Bank Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1a) the title of the Securities of the such series (which shall distinguish the Securities of the such series from Securities of any all other seriesSecurities);
(2b) any limit upon the aggregate principal amount of the Securities of the such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the such series pursuant to Section 3.4Sections 2.06, 3.52.08, 3.62.09, 9.63.03, 3.06 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture10.04);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4c) the date or dates on which the principal (and premium, if any) , of the Securities of the such series is payable;
(5d) the rate or rates rates, or the method of determination thereof, at which the Securities of the such series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates interest payment dates on which any such interest shall be payable and, if other than as set forth in Section 2.04, the record dates for the determination of holders to whom interest is payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6e) the place or places in addition to the office or agency of the Company in the Borough of Manhattan, The City of New YorkYork required to be maintained pursuant to Section 4.02, where the principal any other Place of and any premium and interest on Securities of the series shall be payablePayment;
(7f) the period Specified Currency of the Securities of such series;
(g) the currency or periods within whichcurrencies in which payments on the Securities of such series are payable, if other than the Specified Currency;
(h) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the such series may be redeemed, in whole or in part, at the option of the Company andCompany, if other than by a Board Resolution, the manner in which pursuant to any election by the Company to redeem the Securities shall be evidencedsinking fund or otherwise;
(8) i) the obligation, if any, of the Company to redeem, purchase, purchase or repay Securities of the such series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of holder thereof and the Security, price at which or process by which and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the such series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(9j) if other than minimum denominations of $2,000 and any integral multiple of $1,000 and integral multiples of such denominationin excess thereof, the denomination or denominations in which Securities of the such series shall be issuable;
(10k) if other than the principal amount thereof, the portion of the principal amount of Securities of such series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;
(l) if the principal of or interest on the Securities of such series are to be payable, at the election of the Company or a holder thereof, in a coin or currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made;
(m) if the amount of payments of principal of or any premium or and interest on any the Securities of the such series may be determined with reference to an index based on a coin or formulacurrency other than the Specified Currency, the manner in which such amounts shall be determined;
(11n) if other than the principal amount of the Securities of the seriesany addition to, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturitymodification of, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents Article 6 with respect to the Securities of the such series, and whether any such additional or modified Events of Default shall be subject to covenant defeasance under Section 12.02;
(16o) any if other covenant or warranty included for than the benefit rate of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change interest stated in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms title of the Securities of such series, or the applicable Overdue Rate;
(p) in the case of any specified tenor thereof. All Securities series of any one series shall be substantially identical except non-interest bearing Securities, the applicable dates for purposes of Section 5.01(a);
(q) if other than The Bank of New York Mellon Trust Company, N.A. is to act as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to Trustee for the Securities of any such series, at the option name and Principal Office of the Company, interest on the such Trustee; (r) if either or both of Section 12.02(b) or Section 12.02(c) do not apply to any Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.;
Appears in 1 contract
Samples: Indenture (WPX Energy, Inc.)
Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. .
(b) The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolution, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the initial issuance of Securities of any series,:
(1i) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2ii) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture11.7);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4iii) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5iv) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, accrue and the Interest Payment Dates dates on which any such interest shall be payable, payable and the Regular Record Date record date for any the interest payable on any Interest Payment Datesuch interest date;
(6v) the place or places places, if any, in addition to the Borough of Manhattan, The City of New York, New York where the principal of (and any premium premium, if any) and interest on Securities of the series shall be payable;
(7vi) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) vii) the obligation, if any, of the Company to redeem, purchase, redeem purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, purchased, redeemed or purchased or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11viii) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its Maturity the maturity thereof pursuant to Section 5.2;
(12ix) if the principal amount payable at the Stated Maturity of any Securities Indebtedness of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the applicationCompany, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents constitute Senior Indebtedness with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right terms and conditions of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2that subordination; and
(18x) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the this Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series).
Appears in 1 contract
Samples: Indenture (Dusa Pharmaceuticals Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more seriesseries as Registered Securities and may (but do not have to) be designated as Designated Senior Securities or Subordinated Securities. Designated Senior Securities are unsubordinated, shall rank equally and pari passu with all of the Company’s other Designated Senior Indebtedness and the Company’s Senior Indebtedness and senior to all of the Company’s Subordinated Indebtedness. Subordinated Securities shall rank junior to the Company’s Designated Senior Indebtedness and equally and pari passu with all of the Company’s other Subordinated Indebtedness. There shall be established in one or more Board Resolutions or pursuant to a authority granted by one or more Board Resolution Resolutions and, subject to Section 3.3303, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (15) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series when issued from time to time):
(1) the title of the Securities of the series including CUSIP numbers (which shall distinguish the Securities of the such series from Securities all other series of any other seriesSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4304, 3.5305, 3.6306, 9.6906, 1107 or 11.7 1305, and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest date or dates, or the method by which such date or dates will be determined or extended, on a Security which the principal of the Securities of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrueaccrue or the method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall will be payable, payable and the Regular Record Date Date, if any, for any the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date shall be determined, the basis upon which such interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(65) the place or places places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and any premium premium, if any, on) and interest interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;
(76) the period or periods within which, or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, if other than by a Board Resolution, the manner in which any election by the Company is to redeem have the Securities shall be evidencedoption;
(8) 7) the obligation, if any, of the Company to redeem, purchase, repay or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision or at the option of a Holder of the Securitythereof, and the period or periods within which or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and the other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) 8) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable;
(9) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;
(10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502, upon redemption of the Securities of the series which are redeemable before their Stated Maturity, upon surrender for repayment at the option of the Holder, or which the Trustee shall be entitled to claim pursuant to Section 504 or the method by which such portion shall be determined;
(11) if other than Dollars, the Currency or Currencies in which payment of the principal of (or premium, if any, on) or interest, if any, on the Securities of the series shall be made or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;
(12) whether the amount of payments of principal of (or any premium premium, if any, on) or interest interest, if any, on any the Securities of the series may be determined with reference to an index index, formula or formulaother method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;
(1113) if other than whether the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the applicationpremium, if any, of either on) or both of Section 13.2 and Section 13.3 to interest, if any, on the Securities of the series (includingare to be payable, at the election of the Company or a Holder thereof, in one or more Currencies other than that in which such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency or Currencies in which such Securities are denominated or stated to be payable and the Currency or Currencies in which such Securities are to be paid, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced312;
(14) whether provisions, if any, granting special rights to the Holders of Securities of the series shall be issuable in whole or in part in upon the form occurrence of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security events as may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registeredspecified;
(15) any Authenticating Agentsdeletions from, Paying Agentsmodifications of or additions to the Events of Default or covenants (including any deletions from, modifications of or additions to any other agents of the provisions of Section 1006) of the Company with respect to the Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(16) whether any other covenant or warranty included for the benefit of Securities of the series are to be issuable initially in addition to (temporary global form and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or whether any other covenant or warranty included for the benefit of Securities of the series are to be issuable in lieu permanent global form and, if so, whether beneficial owners of interests in any covenant or warranty included in this Indenture such permanent global Security may exchange such interests for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such seriesseries in certificated form and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 305, and the circumstances under which and the place or any change to or combination places where such exchanges may be made and if Securities of the provisions series are to be issuable as a global Security, the identity of any such covenant or warranty included in this Indenture the depository for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) the date as of which any addition totemporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(18) the Person to whom any interest on any Registered Security of the series shall be payable, deletion fromif other than the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, and the extent to which, or change the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid; and the extent to which, or the manner in which, any interest payable on a permanent global Security on an Interest Payment Date will be paid if other than in the Events manner provided in Section 307;
(19) the applicability, if any, of Default which applies Sections 1402 and/or 1403 to any the Securities of the series and any change provisions in the right modification of, in addition to or in lieu of any of the Trustee provisions of Article Fourteen;
(20) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the requisite Holders form and/or terms of such certificates, documents or conditions;
(21) whether, under what circumstances and the Currency in which, the Company will pay Additional Amounts as contemplated by Section 1004 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(22) the designation of the initial Exchange Rate Agent, if any;
(23) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to declare be authenticated and delivered;
(24) if the principal amount Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and conditions upon which such Securities due will be so convertible or exchangeable;
(25) if the Securities of the series are to be secured, the terms and payable pursuant to Section 5.2conditions upon which such Securities will be so secured;
(26) the appointment of any calculation agent, foreign currency exchange agent or other additional agents; and
(1827) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, this Indenture or the requirements of any specified tenor thereofthe Trust Indenture Act). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3303) and set forth, or determined in the manner provided, forth in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the All Securities of any series, one series need not be issued at the option same time and, unless otherwise provided, a series may be reopened, without the consent of the CompanyHolders, interest on the for issuances of additional Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerseries. If any of the terms of the Securities of any series are established by action taken pursuant to a one or more Board ResolutionResolutions, a copy of an appropriate record of such action action(s) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the Securities of such series.
Appears in 1 contract
Samples: Indenture (Main Street Capital CORP)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolution, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,;
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.6, 10.06 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture12.07);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payablepayable or the method of determination thereof;
(54) the rate or rates (which may be fixed or variable), or the method of determination thereof, at which the Securities of the series shall bear interest, if any, including the rate of interest applicable on overdue payments of principal or interest, if different from the rate of interest stated in the title of the Security, the date or dates from which such interest shall accrueaccrue or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the interest payable on any Interest Payment Date;
(65) the place Paying Agent or places in addition to Paying Agents for the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payableif other than the Trustee;
(6) the Place of Payment of the Securities of the series;
(7) if applicable, the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.26.02;
(11) if the provisions of Section 5.02 of this Indenture are to apply to the Securities of the series, a statement indicating the same;
(12) if the principal amount payable at the Stated Maturity any deletions from or modifications of any Securities of the series will not be determinable as of any one or more dates prior additions to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect 6.01 pertaining to the Securities of the series;
(1613) any other covenant or warranty included for the benefit form of the Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1714) any addition tothe obligation, deletion fromif any, or change in the Events of Default which applies to any Securities of the series Company to permit the conversion of the Securities into Capital Stock and the terms and conditions upon which such conversion shall be effected (including, without limitation, the initial conversion rate, the conversion period and any change other provision in the right addition to or in lieu of the Trustee or the requisite Holders of those set forth in this Indenture relative to such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; andobligation);
(1815) any other terms of a particular series and any other provisions expressing or referring to the terms and conditions upon which the Securities of such seriesthat series are to be issued, which terms and provisions are not in conflict with the provisions of this Indenture or do not adversely affect the rights of Holders of any specified tenor thereofother series of Securities then Outstanding); provided, however, that the addition to -------- ------- or subtraction from or variation of Articles Four, Five, Six, Nine, Eleven and Sixteen (and Section 1.01 insofar as it relates to the definition of certain terms as used in such Articles) with regard to the Securities of a particular series shall not be deemed to constitute a conflict with the provisions of those Articles; and
(16) the Reporting Date of the Securities of the series. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the such Officers’ ' Certificate referred to above or in any such indenture supplemental hereto. The Securities shall be subordinated in right of payment to the IndentureSenior Indebtedness as provided in Article Four. Unless otherwise provided with respect to the The Securities of any series, at the option all series shall rank on a parity in right of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerpayment. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of the series.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolution, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1a) the designation or title of the Securities of the series (which shall distinguish the Securities of the series from all Securities of any other series);
(2b) any limit the limit, if any, upon the aggregate principal amount of the Securities of the such series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.63.7, 9.6 or 11.7 and except for any Securities whichthat, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture)hereunder) provided, however, that the authorized aggregate principal amount of such series may be increased above such amount by a Board Resolution to such effect;
(3c) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4d) the date Stated Maturity or dates Maturities on which the principal (and premium, if any) of the Securities of the such series is payablepayable or the method of determination thereof, and any dates on which or circumstances under which, the Company shall have the right to extend or shorten such Stated Maturity or Maturities;
(5e) the rate or rates Interest Rate at which the Securities of the series shall bear interest, if anyinterest or the Floating or Adjustable Rate Provision pursuant to which such rates shall be determined, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any the interest payable on any Interest Payment Date (if such Interest Payment Dates or Regular Record Dates differ from those provided herein), the manner in which interest payments are made (if such manner differs from that provided herein) and the right, pursuant to Section XIII or otherwise, of the Company to defer an Interest Payment Date;
(6f) the Place of Payment and the place or places where the Securities of such series may be presented for registration of transfer or exchange, any restrictions that may be applicable to any such transfer or exchange in addition to or in lieu of those set forth herein, and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made;
(g) in addition to the Borough of Manhattanredemption rights provided herein, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, which (including the Redemption Option Date for the series) and the price or prices at which, and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, and if other than by a Board Resolution, the manner in which any election by the Company to redeem the such Securities shall be evidenced;
(8) h) the obligation, if any, currency or composite currency of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the series shall be issuable;
(10i) if any other Events of Default applicable with respect to the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference in addition to an index or formula, the manner those provided in which such amounts shall be determinedSection 5.1(a) through (g);
(11j) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities which of the series that shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2the maturity date;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16k) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X)series, or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such the series, or any change combination of such covenants, warranties or provisions;
(l) the obligation or the right, if any, of the Company to redeem, repay or purchase the Securities of such series pursuant to any sinking fund, amortization or analogous provisions, or at the option of a Holder thereof, and the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which and the other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;
(m) the terms of any right to convert or exchange the Securities of the series into any other securities or property of the Company;
(n) the price at which the Securities will be issued and any index or indices used to determine the amount of payments of principal of and premium, if any, on the Securities of such series or the manner in which such amounts will be determined;
(o) if applicable, that any Securities of the series 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 that shall be borne by any such Global Security in addition to or combination in lieu of that set forth in Sections 2.2 and 2.3 and any circumstances in addition to or in lieu of those set forth in Section 3.6 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the provisions name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
(p) the appointment of any such covenant Paying Agent or warranty included in this Indenture agents for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17q) any addition toif other than as set forth herein, deletion fromthe relative degree, or change in if any, to which the Events of Default which applies to any Securities of the series shall be senior to or be subordinated to other series of Securities in right of payment, whether such other series of Securities are Outstanding or not;
(r) such Securities are to be issued to an ONB Trust, the form or forms of the Trust Agreement and Guarantee relating thereto;
(s) the additions or changes, if any, to this Indenture with respect to the Securities of such series as shall be necessary to permit or facilitate the issuance of the Securities of such series;
(t) the terms of any indemnification of the ONB Trust for any taxes owed (if the terms of such indemnification differ from the those provided in Section 10.6;
(u) the terms of Legal Defeasance or Covenant Defeasance or any other defeasance pursuant to which the Company would be discharged from its obligations hereunder and under the Securities by depositing sufficient cash government securities to pay the principal (and premium, if any), interest and any change in other sums due on the right Securities of the Trustee or series (if the requisite Holders terms of such Securities to declare the principal amount of such Securities due defeasance differ from those provided in Sections 4.2 and payable pursuant to Section 5.24.3); and
(18v) the provisions of this Indenture, if any, that shall not apply to the series; and
(w) any other terms of the Securities series (which additional terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ ' Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the Securities of a series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of the Securities of such series.
Appears in 1 contract
Samples: Indenture (Onb Capital Trust Iv)
Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Subordinated Securities which may be authenticated and delivered under this Subordinated Indenture is unlimitednot limited. The Subordinated Securities may be issued in one or more series. There The following terms and provisions of each series of Subordinated Securities shall be established in or pursuant to a one or more Board Resolution and, subject to Section 3.3, Resolutions and set forth, or determined in the manner provided, forth in an Officers’ Officer’s Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, detailing such establishment or established in one or more indentures supplemental to this Indenture, Supplemental Subordinated Indentures prior to the issuance of Subordinated Securities of any series,:
(1) the title designation of the series of Subordinated Securities of the series (which shall distinguish the Subordinated Securities of the such series from all other series of Subordinated Securities) and which may be part of a series of Subordinated Securities of any other series)previously issued;
(2) any limit upon the aggregate principal amount of the particular series of Subordinated Securities of the series which may be executed, authenticated and delivered under this Subordinated Indenture; provided, however, that nothing contained in this Section 2.03 or elsewhere in this Subordinated Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, the Subordinated Securities or in lieu ofan Officer’s Certificate or in a Supplemental Subordinated Indenture is intended to or shall limit execution by the Company or authentication and delivery by the Trustee of Subordinated Securities under the circumstances contemplated by Sections 2.08, other Securities of the series pursuant to Section 3.42.09, 3.52.11, 3.6, 9.6, or 11.7 3.03 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture)10.04;
(3) the Person to whom any interest on a Security of the series shall be payable, if other than United States Dollars, the Person coin, currency or currencies or composite currency in whose name that Security which principal of and interest and any premium on such series of Subordinated Securities shall be payable (including, but not limited to, any Foreign Currency or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interestECU);
(4) the date Stated Maturity for payment of principal of such series of Subordinated Securities and any sinking fund or dates on which the principal (and premium, if any) of the Securities of the series is payableanalogous provisions;
(5) the rate or rates at which the such series of Subordinated Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, the terms and conditions of any deferral of interest and the Regular Record Date additional interest, if any, thereon, the right, if any, of the Company to extend the time for any payment of interest, the terms and duration of such extension rights and (in the case of Registered Subordinated Securities) the date or dates on which a record shall be taken for the determination of Holders to whom interest is payable on any Interest Payment Dateand/or the method by which such rate or rates or date or dates shall be determined;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Subordinated Securities of the any series shall be payable, where such Subordinated Securities may be surrendered for registration of transfer, where such Subordinated Securities may be surrendered for exchange and where notice and demands to or upon the Company, in respect of such Subordinated Securities, and this Subordinated Indenture may be served, if other than as provided in Section 4.03;
(7) the right, if any, of the Company to redeem Subordinated Securities, in whole or in part, at its option and the period or periods within which, the price or prices at which, which and the any terms and conditions upon which Subordinated Securities of the series may be so redeemed, in whole pursuant to any sinking fund or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedotherwise;
(8) the obligation, if any, of the Company to redeem, purchase, purchase or repay Subordinated Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of thereof and the Security, price or prices at which and the period or periods within which, the price or prices at which, which and the any terms and conditions upon which Subordinated Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 or [Euro] 1,000, as the case may be, and any integral multiples multiple thereof, in the case of such denominationRegistered Subordinated Securities, or $1,000 and $5,000 or [Euro] 1,000 and [Euro] 5,000 in the case of Unregistered Subordinated Securities, the denomination or denominations in which such series of Subordinated Securities of the series shall be issuable;
(10) the percentage of the principal amount at which the Subordinated Securities will be issued, and, if other than the principal amount thereof, the portion of the principal amount of such series of Subordinated Securities which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;
(11) if other than the coin, currency or currencies in which the Subordinated Securities of the series are denominated, the coin, currency or currencies in which payment of the principal of or interest on the Subordinated Securities of such series shall be payable, including composite currencies or currency units;
(12) if the principal or interest on the Subordinated Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Subordinated Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;
(13) if the amount of payments of or principal of or any premium or and interest on any the Subordinated Securities of the series may be determined with reference to an index or formulaformula based on a coin, currency, composite currency or currency unit other than that in which the Subordinated Securities of the series are denominated, the manner in which such amounts shall be determined;
(1114) if other than whether the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Subordinated Securities of the series will be issuable as Registered Subordinated Securities (and if so, whether such Subordinated Securities will be issuable as Registered Global Subordinated Securities, the Depository for such Registered Global Securities and any additional terms and conditions relating to such Registered Global Subordinated Securities not be determinable as set forth in this Subordinated Indenture) or Unregistered Subordinated Securities (with or without Coupons), or any combination of the foregoing, any one or more dates prior restrictions applicable to the Stated Maturityoffer, the amount which shall be deemed to be the principal amount sale or delivery of such Securities as of any such date for any purpose under the Unregistered Subordinated Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as payment of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) interest thereon and, if other than by a Board Resolutionas provided in Section 2.08, the manner in terms upon which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Unregistered Subordinated Securities of the any series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, exchanged for Registered Subordinated Securities of such series and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registeredvice versa;
(15) whether and under what circumstances the Company will pay additional amounts on the Subordinated Securities of the series held by a person who is not a U.S. person in respect of any Authenticating Agentstax, Paying Agentsassessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem the Subordinated Securities of the series rather than pay such additional amounts;
(16) if the Subordinated Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Subordinated Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(17) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars of any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Subordinated Securities of such series;
(1718) any addition to, deletion from, additional events of default or change in covenants with respect to the Events of Default which applies to any Subordinated Securities of a particular series not set forth herein;
(19) the terms of subordination applicable to such series of Subordinated Securities;
(20) the terms and conditions, if any, upon which any change in the right Subordinated Securities of such series may or shall be converted or exchanged into other instruments or other forms of property of the Trustee Company or its subsidiaries, including without limitation, securities of another Person held by the requisite Holders of such Securities to declare Company or its Affiliates, and if so the principal amount of such Securities due and payable pursuant to Section 5.2terms thereof; and
(1821) any other terms of such series of Subordinated Securities (which terms shall not be inconsistent with the Securities provisions of such series, or of any specified tenor thereof. this Subordinated Indenture).
(b) All Subordinated Securities of any one series and Coupons, if any, appertaining thereto shall be substantially identical except that any series may have serial maturities and different interest rates for different maturities and except in the case of Registered Subordinated Securities as to denomination and the differences herein specified between Registered Global Subordinated Securities and Registered Subordinated Securities issued in definitive form and except as may otherwise be provided in or pursuant to the such Board Resolution referred and set forth in such Officer’s Certificate or Supplemental Subordinated Indenture relating to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenturesuch series of Subordinated Securities. Unless otherwise provided with respect to the All Subordinated Securities of any one series need not be issued at the same time, and, unless otherwise provided in the Officer’s Certificate or Supplemental Subordinated Indenture relating to such series, at the option a series may be reopened for issuances of the Company, interest on the additional Subordinated Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 1 contract
Samples: Subordinated Indenture (Covad Communications Group Inc)
Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. .
(b) The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.33.03, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1i) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2ii) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.6, 9.06 or 11.7 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3iii) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4iv) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
(5v) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6vi) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on any Securities of the series shall be payable;
(7vii) the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) viii) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9ix) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(10x) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(11xi) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of "Outstanding" in Section 1.01;
(xii) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.25.02;
(12xiii) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13xiv) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in the case of whole or any specified part, shall be defeasible pursuant to Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) 13.02 or Section 13.03 or both such Sections and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease such Securities shall be evidenced;
(14xv) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries respective Depositories for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 2.04 and any circumstances other than in addition to or in lieu of those set forth in Section 3.5 3.05(h)(ii) in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registeredthereof;
(15xvi) any Authenticating Agentsthe right, Paying Agentsif any, or any other agents with respect to the Securities of the series;
(16) any other covenant Company to convert or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of exchange the Securities of such series, or the obligation, if any, of the Company to permit the Securities of such series to be converted into or exchanged, for common stock of the Company or other securities or property of the Company and the terms and conditions upon which such conversion or exchange shall be effected (including, without limitation, the initial conversion price or rate, the conversion or exchange period, any specified tenor thereof. adjustment of the applicable conversion or exchange price or rate and any requirements relative to the reservation of such shares for purposes of conversion or exchange);
(xvii) if convertible or exchangeable, any applicable limitations on the ownership or transferability of the securities or property into which such Securities are convertible or exchangeable;
(xviii) any addition to or change in the covenants set forth in Article X which applies to Securities of the series; and
(xix) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(e)).
(c) All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.33.03) set forth, or determined in the manner provided, in the Officers’ ' Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. hereto.
(d) If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of the series.
(e) The Securities shall be subordinated in right of payment to Senior Indebtedness and subject to the rights of Entitled Persons in respect of Other Financial Obligations as provided in Article Fourteen.
Appears in 1 contract
Samples: Indenture (M&t Bank Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a one or more Board Resolution Resolutions or Guarantor’s Board Resolutions, as applicable, and, subject to Section 3.3303, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4304, 3.5305, 3.6306, 9.6, 906 or 11.7 1107 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
(5) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on any Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series must be mandatorily redeemed or may be be, at the option of the Company, redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than minimum denominations of $1,000 2,000 and any integral multiples of such denomination$1,000 in excess thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101;
(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2502;
(1214) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1315) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in the case of whole or any specified part, shall be defeasible pursuant to Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) 1302 or Section 1303 or both such Sections and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company to defease such Securities shall be evidenced;
(1416) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries respective Depositories for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 205 and any circumstances other than in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 305 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such seriesthereof;
(17) any addition to, deletion from, to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.2; and502;
(18) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series;
(19) whether the Securities of the series will be convertible into, or exchangeable for, Common Stock (or cash in lieu thereof) or other securities and, if so, the terms and conditions upon which such conversion will be effected;
(20) the names of the Guarantors of the Securities of a series (which may, but need not, include any or all of the Initial Guarantors) and the terms of the Guarantees of the Securities of such series, including, without limitation, any deletions from, or modifications or additions to, the provisions of Article Twelve or any specified tenor thereofother provisions of this Indenture in connection with the Guarantees of the Securities of such series;
(21) whether the Securities of such series or any Guarantees of such Securities are to be secured by any property, assets or other collateral and, if so, the applicable collateral and any deletions from, or modifications or additions to, the provisions of this Indenture in connection therewith or in connection with any other instrument or agreement entered into in connection therewith; and
(22) any other terms of such Securities and the Guarantees of such Securities (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the Securities of any series or any Guarantee of the Securities of any series are established by action taken pursuant to a one or more Board ResolutionResolutions or Guarantor’s Board Resolutions, a copy of an appropriate record of such action or actions shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the Guarantor’s Officers’ Certificate setting forth the terms of the series.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);; .
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;; .
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of . all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 1 contract
Samples: Indenture (Valley National Bancorp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificate, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples in excess of such denominationdenominations, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.1(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the series.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered issued under this First Amended and Restated Indenture is unlimited. The Securities may be issued in one or more series. There :
(a) any series issued and outstanding under the Original Indenture immediately prior to the execution and delivery of this First Amended and Restated Indenture by all parties hereto shall constitute the "Interest Plus" series of Securities, such Securities having the terms and conditions established pursuant to the terms of the Original Indenture; and
(b) there shall be established in or pursuant to a resolution of the Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, of Directors or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities other than the Interest Plus series of any series,Securities (each such series a "subsequent series of Securities").
(1) the title of the Securities of the each series (which shall distinguish the such subsequent series of Securities of the series from Securities of any all other seriesSecurities);
(2) any limit upon the aggregate principal amount of the any subsequent series of Securities of the series which may be authenticated and delivered issued under this Indenture (except for Securities authenticated First Amended and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Restated Indenture);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) , of the each subsequent series of Securities of the series is are payable;
(54) the rate or rates rates, or the method of determination thereof, at which the each subsequent series of Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates interest payment dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(75) the period place or periods within whichplaces where the principal of, and premium, if any, and any interest on each subsequent series of Securities shall be payable;
(6) the price or prices at which, the period or periods within which and the terms and conditions upon which each subsequent series of Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, if other than by a Board Resolution, the manner in which pursuant to any election by the Company to redeem the Securities shall be evidencedsinking fund or otherwise;
(8) 7) the obligation, if any, of the Company to redeem, purchase, purchase or repay any subsequent series of Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of holder thereof and the Security, price or prices at which or process by which and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any series of Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples of such denomination, 8) the denomination or denominations in which any subsequent series of Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(119) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of each subsequent series of Securities which shall be payable upon declaration of acceleration of its Maturity the maturity thereof pursuant to Section 5.26.01;
(1210) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) andwith respect to each series of Securities, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidencednot set forth herein;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(1511) any Authenticating Agentstrustees, Paying Agentsdepositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities any series of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2Securities; and
(1812) any other terms of any series (which terms shall not be inconsistent with the provisions of this First Amended and Restated Indenture).
(c) Prior to the issuance of the first Security of any subsequent series the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the terms of such series have been established in conformity with the provisions of this First Amended and Restated Indenture and that the Securities of such seriesseries will constitute, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to when issued by the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined Company in the manner providedand subject to any conditions specified in such Opinion of Counsel, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option valid and legally binding obligations of the Company, interest on enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the Securities enforcement of any series that bears interest may be paid by mailing a check creditor's rights and to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the seriesgeneral equity principles.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series, each of which may consist of one or more tranches, and shall be designated as Senior Securities, Senior Subordinated Securities or Junior Subordinated Securities. Senior Securities are unsubordinated, shall rank equally and pari passu with all of the Company’s Senior Indebtedness and senior to all Subordinated Securities. Senior Subordinated Securities shall rank junior to the Company’s Senior Indebtedness, equally and pari passu with all other Senior Subordinated Indebtedness and senior to any Junior Subordinated Indebtedness. Junior Subordinated Securities shall rank junior to the Company’s Senior Indebtedness and any Senior Subordinated Indebtedness and equally and pari passu with all other Junior Subordinated Indebtedness. There shall be (i) established in one or more Board Resolutions or pursuant to a authority granted by one or more Board Resolution Resolutions and, subject to Section 3.33.03, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or (ii) established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (i), (ii) and (xv) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series when issued from time to time, as provided in Section 3.03):
(1i) the title of the Securities of the series including CUSIP numbers (which shall distinguish the Securities of the such series from Securities all other series of any other seriesSecurities);
(2ii) any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.69.06, 11.07 or 11.7 13.05, and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3iii) the Person to whom any interest date or dates, or the method by which such date or dates will be determined or extended, on a Security which the principal of the Securities of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5iv) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrueaccrue or the method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall will be payable, payable and the Regular Record Date Date, if any, for any the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date shall be determined, and the basis upon which such interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(6v) the place or places places, if any, other than or in addition to the Borough of Manhattan, The City of New YorkCorporate Trust Office, where the principal of (and any premium premium, if any) and interest interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;
(7vi) the period or periods within which, or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company andCompany, if other than by a Board Resolution, the manner in which any election by the Company is to redeem have the Securities shall be evidencedoption;
(8) vii) the obligation, if any, of the Company to redeem, purchase, repay or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision or at the option of a Holder of the Securitythereof, and the period or periods within which or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and the other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9viii) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable;
(10ix) if other than the Trustee, the identity of each Security Registrar, Depositary Custodian, and/or Paying Agent;
(x) if other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02, upon redemption of the Securities of the series which are redeemable before their Stated Maturity, upon surrender for repayment at the option of the Holder, or which the Trustee shall be entitled to claim pursuant to Section 5.04 or the method by which such portion shall be determined;
(xi) if other than Dollars, the Currency or Currencies in which payment of the principal of (or premium, if any) or interest, if any, on the Securities of the series shall be made or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;
(xii) whether the amount of payments of principal of (or any premium premium, if any) or interest interest, if any, on any the Securities of the series may be determined with reference to an index index, formula or formulaother method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;
(11xiii) whether the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in one or more Currencies other than that in which such Securities are denominated or stated to be payable, the principal amount period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency or Currencies in which such Securities are denominated or stated to be payable and the Currency or Currencies in which such Securities are to be paid, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;
(xiv) provisions, if any, granting special rights to the Holders of Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant including, without limitation, with respect to Section 5.2any collateral securing such Securities;
(12xv) if any deletions from, modifications of or additions to the principal amount payable at Events of Default or covenants (including any deletions from, modifications of or additions to any of the Stated Maturity provisions of Section 10.06) of the Company with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(xvi) whether any Securities of the series will not are to be determinable issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series in certificated form and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 3.05, and the circumstances under which and the place or places where such exchanges may be made and if Securities of the series are to be issuable as a global Security, the identity of the depositary for such series;
(xvii) the date as of which any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;
(xviii) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name such Security (or one or more dates prior Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, and the extent to the Stated Maturitywhich, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.04; and the extent to which, or the manner in which, any interest payable on a permanent global Security on an Interest Payment Date will be paid if other than in the principal amount shall be determined)manner provided in Section 3.07;
(13xix) the applicationapplicability, if any, of either or both of Section 13.2 and Section 13.3 Sections 14.02 and/or 14.03 to the Securities of the series (includingand any provisions in modification of, in addition to or in lieu of any of the case provisions of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidencedArticle Fourteen;
(14xx) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions;
(xxi) whether, under what circumstances and the Currency in which, the Company will pay Additional Amounts as contemplated by Section 10.04 on the Securities of the series shall be issuable to any Holder who is not a United States Person (including any modification to the definition of such term) in whole respect of any tax, assessment or in part in the form of one or more Global Securities governmental charge and, in if so, whether the Company will have the option to redeem such case, Securities rather than pay such Additional Amounts (and the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which terms of any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registeredoption);
(15xxii) any Authenticating Agentsthe designation of the initial Exchange Rate Agent, Paying Agents, or any other agents with respect to if any;
(xxiii) if the Securities of the seriesseries are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;
(16xxiv) any other covenant or warranty included for if the benefit of Securities of the series in addition are to be convertible into or exchangeable for any securities of any Person (including the Company), the terms and not inconsistent withconditions upon which such Securities will be so convertible or exchangeable;
(xxv) those included in this Indenture for if the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for are to be listed on a securities exchange, the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities name of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2exchange may be indicated; and
(18xxvi) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture or the requirements of the Trust Indenture Act, except as permitted by Section 9.01(v)), including, but not limited to, secured Securities and guarantees of such series, or of any specified tenor thereofSecurities. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.33.03) and set forth, or determined in the manner provided, forth in the Officers’ Certificate referred to above or in any such indenture supplemental to hereto. No Board Resolution or Officers’ Certificate may affect the Indenture. Unless Trustee’s own rights, duties or immunities under this Indenture or otherwise provided with respect to the any series of Securities except as it may agree in writing. All Securities of any series, one series need not be issued at the option same time and, unless otherwise provided, a series may be reopened, without the consent of the CompanyHolders, interest on the for issuances of additional Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerseries. If any of the terms of the Securities of any series are established by action taken pursuant to a one or more Board ResolutionResolutions, a copy of an appropriate record of such action action(s) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the Securities of such series. The Company shall be responsible for making calculations called for under the Securities and this Indenture, including but not limited to determination of interest, additional interest, Additional Amounts, Redemption Price, Repayment Price, applicable premium, make whole Amount, premium, if any, and any other amounts payable on the Securities. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee shall forward the Company’s calculations to any Holder of the Securities upon the written request of such Holder.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. All Notes of one issuance need not be issued at the same time and, unless otherwise provided, an issuance may be reopened, without the consent of any holder, for issuances of additional Securities which will be consolidated and form one series with the Securities of previous issuance. There shall be established in or pursuant to a Board Resolution Resolutions of the Issuer, and, subject to Section 3.3303, set forth, forth or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificates, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4Sxxxxxx 000, 3.5000, 3.6000, 9.6000, or 11.7 xx 0000 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal of (and premium, if any, on) of the Securities of the series is payable; provided that the principal of Securities of any series which constitute Tier 2 Securities may not be repaid in whole or in part except in accordance with the Financial Services Authority Practices; and, provided, further, SIF may not issue any series of Securities in respect of which there is no fixed Stated Maturity or fixed Redemption Date;
(54) the rate or rates (or the formula pursuant to which such rate or rates shall be determined) at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any the interest payable on any Interest Payment Date;
(65) the place or places places, if any, in addition to or in the Borough place of Manhattan, the office of the Trustee in The City of New York, where the principal of and any premium premium, if any, and interest interest, if any, on Securities of the series shall be payablepayable and where such Securities may be registered or transferred;
(76) if applicable, the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem Issuer; provided that the Securities shall of any series which constitute Tier 2 Securities may not be evidencedredeemed in whole or in part except in accordance with the Financial Services Authority Practices;
(8) 7) the obligation, if any, of the Company Issuer to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Securitythereof, and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation; provided that the Securities of any series which constitute Tier 2 Securities may not be redeemed in whole or in part, whether pursuant to a sinking fund or analogous provision, except in accordance with the Financial Services Authority Practices; and, provided, further, that the Securities of any series which constitute Tier 2 Securities may not be redeemed in whole or in part at the option of the Holder thereof at any time except in accordance with the Financial Services Authority Practices;
(9) 8) if other than denominations of $1,000 (or in the case of Securities not denominated in U.S. dollars, the equivalent thereof in such foreign currency or composite currency, rounded down to the nearest 1,000 units of such foreign currency or composite currency) and integral multiples of $1,000 (or in the case of Securities not denominated in U.S. dollars, 1,000 units of such denominationforeign currency or composite currency) in excess thereof, the denomination or denominations in which Securities of the series shall be issuable;
(9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon acceleration of the Maturity thereof pursuant to Section 502 and the rate at which the Securities of the series shall bear interest in the case of a default in payment of principal thereof;
(10) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency, including composite currencies such as the European Currency Unit, in which payment of the principal of (and premium, if any) and interest, if any, on the Securities of the series shall be payable;
(11) if the principal of and premium, if any, or interest, if any, on the Securities of the series are to be payable, at the election of the Issuer or a Holder thereof, in a coin or currency other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;
(12) if the amount of payments of principal of and premium, if any, or any premium or interest interest, if any, on any the Securities of the series may be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either any Defaults or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) andwith respect to such series of Securities, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidencednot set forth herein;
(14) whether if the Securities of the series shall be issuable issued in whole or in part in the form of one or more Global Securities andSecurities, (i) whether beneficial owners of interests in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred toexchange such interests for Securities of such series of like tenor and of authorized form and denomination and the circumstances under which any such changes may occur, and registered and exchanged for, Securities registered if other than in the name of, a Person other than manner provided in Section 305 and (ii) the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2Securities; and
(1815) any other terms of the series, including the covenants to be applicable to Securities of such series, or series (which terms shall not be inconsistent with the provisions of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution Resolutions referred to above and (subject to Section 3.3303) set forth, or determined forth in the manner provided, in the Officers’ Certificate Officer’s Certificates referred to above or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the All Securities of any seriesone series need not be issued at one time and, at the option unless otherwise provided, a series may be reopened for issuances of the Company, interest on the additional Securities of any such series that bears interest may be paid by mailing a check or to the address establish additional terms of the Person entitled to such interest as such address shall appear in the Security Registerseries of Securities. If any of the terms of the series series, including the form of Security of such series, are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary an Executive Officer, Company Secretary, any other authorized officer or an Assistant Secretary duly authorized attorney-in-fact of the Company Issuer, and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth Issuer Order contemplated by Section 303 for the terms authentication and delivery of the seriessuch series of Securities.
Appears in 1 contract
Samples: Indenture (Lloyds Banking Group PLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to (a) a Board Company Resolution or pursuant to authority granted by a Company Resolution and, subject to Section 3.3303, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indentureof the Company, or established in (b) one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the limit, if any, on the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4304, 3.5305, 3.6306, 9.6, 906 or 11.7 1107 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payablepayable or the method used to determine or extend those dates;
(5) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium premium, if any, and interest on any Securities of the series shall be payablepayable and the manner in which any payment may be made;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Company Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligationobligation or the right, if any, of the Company to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision fund or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $2,000 and any integral multiple of $1,000 and integral multiples of such denominationin excess thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium premium, if any, or interest on any Securities of the series may be determined with reference to an a financial or economic measure or index or pursuant to a formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or premium, if any, or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101;
(12) if the principal of or premium, if any, or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or premium, if any, or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2502;
(1214) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1315) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Company Resolution, the manner in which any election pursuant to such Sections by the Company to defease any Securities of the series pursuant to Section 1302 or Section 1303 shall be evidenced; whether any Securities of the series other than Securities denominated in U.S. dollars and bearing interest at a fixed rate are to be subject to Section 1302 or Section 1303; or, in the case of Securities denominated in U.S. dollars and bearing interest at a fixed rate, if applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 1302 or Section 1303 or both such Sections;
(1416) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or Global Securities (if other than The Depository Trust Company), in lieu of that set forth in Section 202 and any circumstances other than in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 305 in which any such Global Security may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Security in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security or its a nominee thereof and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant provisions governing exchanges or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities transfers of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such seriesGlobal Security;
(17) any addition to, deletion from, from or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities thereof due and payable pursuant to Section 5.2502;
(18) any addition to, deletion from or change in the covenants set forth in Article X which applies to Securities of the series;
(19) if the Securities of the series are to be convertible into or exchangeable for cash and/or any securities or other property of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;
(20) whether the Securities of the series will be guaranteed by any Person or Persons other than the Guarantors and, if so, the identity of such Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective guarantors;
(21) whether the Securities of the series will be secured by any collateral and, if so, the terms and conditions upon which such Securities shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of the Company or any Guarantor;
(22) if a party other than The Bank of New York Mellon Trust Company, N.A. is to act as Trustee for the Securities of such series, the name and Corporate Trust Office of such party; and
(1823) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 901(12)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Company Resolution referred to above and (or pursuant to authority granted by one or more Company Resolutions and, subject to Section 3.3) 303, set forth, or determined in the manner provided, in the Officers’ Certificate of the Company referred to above or in any such indenture supplemental hereto. All Securities of any one series need not be issued at one time and, unless otherwise provided in or pursuant to the Indenture. Unless otherwise provided Company Resolution referred to above and, subject to Section 303, set forth, or determined in the manner provided, in the Officers’ Certificate of the Company referred to above or pursuant to authority granted by one or more Company Resolutions or in any such indenture supplemental hereto with respect to the a series of Securities, additional Securities of any seriesa series may be issued, at the option of the Company, interest on without the Securities consent of any series that bears interest may be paid by mailing a check Holder, at any time and from time to the address of the Person entitled to such interest as such address shall appear in the Security Registertime. If any of the terms of the series are established by action taken pursuant to a Board Company Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate of the Company setting forth the terms of the series.
Appears in 1 contract
Samples: Indenture (KKR & Co. Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3303, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificate, or established in one or more supplemental indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
(1) the title of the Securities Securities, including “CUSIP” and “ISIN” numbers, of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4304, 3.5305, 3.6, 9.6, 906 or 11.7 1105 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payablepayable and the manner in which any payment may be made;
(7) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedCompany;
(8) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 U.S.$200,000 and integral multiples of such denominationU.S.$1,000 in excess thereof, the denomination or denominations in which Securities of the series shall be issuable;
(10) if other than the currency of the United States of America, the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 101;
(11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(1112) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(13) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced502;
(14) whether the applicability, nonapplicability, or variation, of Section 1009 with respect to the Securities of such series;
(15) if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 304 in which any such Global Security may be transferred to, and registered and exchanged for, for Securities registered in the name of, a Person other than the Depositary for such Global Security or its a nominee thereof and in which any such transfer may be registered;
(1516) any Authenticating Agentsthe terms and conditions, Paying Agentsif any, pursuant to which the Securities are convertible into or exchangeable for any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such seriessecurities;
(17) any addition to, deletion from, to or change in the Events of Default covenants set forth in Article Ten which applies to any the Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2series; and
(18) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 901(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3303) set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any such supplemental indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the series.
Appears in 1 contract
Samples: Indenture (America Movil Sab De Cv/)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolution, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture' Certificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
: (1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
; (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4Sections 2.05, 3.52.06, 3.62.07, 9.6, 3.02 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture10.04);
; (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
; (54) the rate or rates rates, which may be fixed or variable, at which the Securities of the series shall bear interest, if any, and if the rate is variable, the manner of calculation thereof, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payablepayable and, and in the case of Registered Securities the Regular Record Date for any the determination of Holders of such Securities to whom interest is payable on any Interest Payment Date;
; (65) the place or places (in addition to the Borough of Manhattan, The City of New York, such place or places specified in this Indenture) where the principal of (and any premium premium, if any), interest, if any, and interest Additional Amounts, if any, on Securities of the series shall be payable;
; (76) the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
Company; (8) 7) the obligation, if any, of the Company to redeem, purchase, redeem or repay purchase Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
; (8) if other than U.S. Dollars, the currency or currencies, or units, including European Currency Units ("ECUs"), based on or related to currencies, in which 18 11 the Securities of the series shall be denominated and in which payments of principal of, any premium on, interest on, if any, and any other amounts payable with respect to such Securities shall or may be payable; (9) if other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the series shall be issuable;
, if other than $1,000 or integral multiples thereof with respect to Registered Securities and denominations of $1,000 and $5,000 for Unregistered Securities; (10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its Maturity the maturity thereof or which the Trustee shall be entitled to claim pursuant to Section 5.2;
6.02; (1211) if whether the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable issuable as of Registered Securities or Unregistered Securities (with or without coupons), or both, any one or more dates prior restrictions applicable to the Stated Maturityoffer, sale or delivery of Unregistered Securities and, if other than as provided for in Section 2.05, the amount terms upon which shall Unregistered Securities of the series may be deemed to be the principal amount exchanged for Registered Securities of such Securities as of any such date for any purpose series and vice versa; (12) whether and under what circumstances the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to Company will pay Additional Amounts on the Securities of the series (includingheld by a person who is not a U.S. Person in respect of any tax, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) assessment or governmental charge withheld or deducted and, if other than by a Board Resolutionso, the manner in which any election pursuant to such Sections by whether the Company shall be evidenced;
will have the option to redeem such Securities rather than pay such Additional Amounts; (13) the provisions, if any, for the defeasance of the Securities of the series; (14) whether the Securities of the series shall be issuable issued as, or exchanged for, in whole or in part in the form of part, one or more Global Securities Securities, and, in such case, the Depositary or Depositaries for terms upon which interests in such Global Security or Global Securities (if other than The Depository Trust Company), shall be exchangeable by the Company or the holder thereof for definitive Securities and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than identity of the Depositary for such Global Security or its nominee Securities; and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical except (i) as to denomination and except (ii) that Securities of any series may be issuable as either Registered Securities or Unregistered Securities and (iii) as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the such Officers’ ' Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an any Assistant Secretary of the Company and delivered to the Trustee at the same time as or prior to the delivery of the Officers’ ' Certificate setting forth the terms of the series. 19 12 SECTION 2.02. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in the following form: This is one of the Securities of the series designated and referred to in the within-mentioned Indenture. NBD BANK, as Trustee By: Authorized Officer SECTION 2.03. Form, Execution, Authentication, Delivery and Dating of Securities. The Securities of each series and the coupons, if any, to be attached thereto, shall be in the forms approved from time to time by or pursuant to a Board Resolution, or established in one or more indentures supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage. Each Security and coupon shall be executed on behalf of the Company by its Chairman of the Board of Directors or its President or any Executive Vice President or any Vice President and by its Treasurer or any Assistant Treasurer or its Secretary or any Assistant Secretary, under its corporate seal. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Each Security and coupon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Security, or the Security to which such coupon appertains. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and, in the case of Coupon Securities, having attached thereto appropriate coupons, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities or coupons of the series have been established in or pursuant to one or more Board Resolutions as permitted by this Section and Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating: 20 13 (a) if the form of such Securities or coupons has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; (b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 2.01, that such terms have been established in conformity with the provisions of this Indenture; and (c) that each such Security and coupon, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. If such form or terms has been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Every Registered Security shall be dated the date of its authentication. Each Unregistered Security shall be dated as provided in or pursuant to the Board Resolution or supplemental indenture referred to in Section 2.01 or, if no such terms are specified, the date of its original issuance. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. If the Company shall establish pursuant to this Section 2.03 that the Securities of a series may be issued in the form of one or more Global Securities, then the Company may execute and the Trustee shall, in accordance with this Section, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities to be represented by such Global Security or Securities, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect or such other legend as may be required by the Depositary: "Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of the Depositary or a nominee of the Depositary or in such other name as requested by an authorized representative of the 21 14 Depositary (and any payment is made to the Depositary or a nominee of the Depositary or to such other entity as is requested by an authorized representative of the Depositary), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, has an interest herein." Each Depositary designated for a Global Security must be, at the time of its designation and at all times while it serves as Depositary, a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.
Appears in 1 contract
Samples: Indenture (Trinova Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series, and each such series shall rank pari passu with all other unsecured and unsubordinated debt of the Company. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureOfficer’s Certificate, or established in one or more indentures supplemental to this Indenture, prior to the issuance of Securities of any series,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, . 3.6, 9.6, or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples in excess of such denominationdenominations, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such seriesthis Indenture, or of any specified tenor thereofexcept as permitted by Section 9.1(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the series.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.33.03, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,;
(1a) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);; _______________ 2 Add any Global Securities legends as applicable.
(2b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.43.04, 3.53.05, 3.63.06, 9.6, 9.06 or 11.7 11.07 and except for any Securities which, pursuant to Section 3.33.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3c) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4d) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
(5e) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6f) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on any Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 1 contract
Samples: Indenture (OM Asset Management PLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andof the Issuer and consented to in writing by the Company, subject to Section 3.3, set forth, forth or determined in the manner provided, provided in an Officers’ Officer’s Certificate pursuant to a Board Resolution or indenture supplemental to this Indentureof the Issuer, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1a) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
(2b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section Sections 3.4, 3.5, 3.6, 9.6, 10.6 or 11.7 12.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3c) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
(4d) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
(5e) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6f) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on any Securities of the series shall be payable;
(7g) the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company Issuer and, if other than by a Board Resolution, the manner in which any election by the Company Issuer to redeem the Securities shall be evidenced;
(8) h) the obligation, if any, of the Company Issuer to redeem, purchase, redeem or repay purchase any Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a the Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which any Securities of the series shall be redeemed, redeemed or purchased, or repaid, in whole or in part, pursuant to such obligation;
(9i) if other than denominations of $1,000 and any integral multiples of such denominationmultiple thereof, the denomination or denominations in which any Securities of the series shall be issuable;
(10j) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
(11k) if other than the principal amount currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the seriesseries shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;
(l) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Issuer or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);
(m) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of its the Maturity thereof pursuant to Section 5.26.2;
(12n) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities thereunder or this Indenturehereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13o) the applicationif applicable, if any, of either or both of Section 13.2 and Section 13.3 to that the Securities of the series (includingseries, in the case of whole or any specified part, shall be defeasible pursuant to Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) 14.2 or Section 14.3 or both such Sections and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company Issuer to defease such Securities shall be evidenced;
(14p) whether the if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or respective Depositaries for such Global Security Securities, the form of any legend or legends which shall be borne by any such Global Securities (if other than The Depository Trust Company), and any circumstances other than in addition to or in lieu of those set forth in Section 3.5 3.5.2 in which any such Global Security Securities may be transferred toexchanged in whole or in part for Securities registered, and registered and exchanged forany transfer of such Global Securities in whole or in part may be registered, Securities registered in the name of, a Person or names of Persons other than the Depositary for such Global Security Securities or its a nominee and in which any such transfer may be registeredthereof;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17q) any addition to, deletion from, to or change in the Events of Default which applies to any Securities of the series and series;
(r) any addition to or change in the right covenants set forth in Article 11 which applies to Securities of the Trustee series;
(s) the subordination terms of the Securities of the series;
(t) if the Securities of the series are to be convertible or exchangeable for any securities of any Person, the requisite Holders of terms and conditions upon which such Securities shall be convertible or exchangeable, and any additions or changes, if any, to declare permit or facilitate such conversion or exchange;
(u) any applicable terms or conditions related to the principal amount addition of such any Co-Obligor or additional Guarantor in respect of Securities due and payable pursuant to Section 5.2of the series; and
(18v) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Officer’s Certificate referred to above or in any such indenture supplemental to the Indenturehereto. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the All Securities of any series that bears interest need not be issued at the same time and may be paid issued from time to time, consistent with the terms of this Indenture, if so provided by mailing a check to the address of the Person entitled or pursuant to such interest as such address shall appear in the Security RegisterBoard Resolution, Officer’s Certificate or supplemental indenture. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary a director or an Assistant Secretary officer (or equivalent) of the Company Issuer and delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of the series.
Appears in 1 contract
Samples: Subordinated Indenture (Brookfield Asset Management Inc.)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series and the Securities of each such series shall rank equally and pari passu with the Securities of each other series, but all Securities issued hereunder shall be subordinate and junior in right of payment, to the extent and in the manner set forth in Article Thirteen or the applicable Board Resolution, Officers’ Certificate or supplemental indenture referred to below and relating to such Securities, to all Senior Indebtedness of the Issuer. There shall be established in or pursuant to one or more Board Resolutions (and, to the extent established pursuant to rather than set forth in a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner providedResolution, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indenture, detailing such establishment) or established in one or more indentures supplemental to this Indenturehereto, prior to the initial issuance of Securities of any series,:
(1) the title designation of the Securities of the series (series, which shall distinguish the Securities of the such series from the Securities of any all other series);
(2) any limit upon the aggregate principal amount of the Securities of the series which that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.42.8, 3.52.9, 3.62.11, 9.6, 8.5 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered under this Indenture12.3);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(54) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and on which a record shall be taken for the Regular Record Date for determination of Holders to whom any such interest is payable on any Interest Payment Dateor the method by which such rate or rates or date or dates shall be determined or both;
(65) the place or places where and the manner in addition to the Borough of Manhattan, The City of New York, where which the principal of of, premium, if any, and any premium and interest interest, if any, on Securities of the series shall be payable;
payable (7if other than as provided in Section 3.2) the period or periods within which, the price or prices at which, and the terms and conditions upon which office or agency for the Securities of the series may be redeemedmaintained by the Issuer pursuant to Section 3.2;
(6) the right, if any, of the Issuer to redeem, purchase or repay Securities of the series, in whole or in part, at the its option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices (or the method by which such price or prices shall be determined or both) at which, the form or method of payment therefor if other than in cash and the any terms and conditions upon which and the manner in which (if different from the provisions of Article Twelve) Securities of the series may be so redeemed, purchased or repaid, in whole or in part, pursuant to any sinking fund or otherwise;
(7) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the series in whole or in part pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which the price or prices (or the method by which such price or prices shall be determined or both) at which, the form or method of payment therefor if other than in cash and any terms and conditions upon which and the manner in which (if different from the provisions of Article Twelve) Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(9) 8) if other than denominations of $1,000 2,000 and integral multiples of such denomination$1,000 in excess thereof, the denomination or denominations in which Securities of the series shall be issuable;
(9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon acceleration of the maturity thereof;
(10) whether Securities of the series will be issuable as Global Securities;
(11) if the amount Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;
(12) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;
(13) any deleted, modified or additional events of default or remedies or any deleted, modified or additional covenants with respect to the Securities of such series;
(14) whether the provisions of Article Ten will not be applicable to Securities of such series;
(15) any provision relating to the issuance of Securities of such series at an original issue discount (including, without limitation, the issue price thereof, the rate or rates at which such original issue discount shall accrete, if any, and the date or dates from or to which or period or periods during which such original issue discount shall accrete at such rate or rates);
(16) if other than Dollars, the foreign currency in which payment of the principal of, premium, if any, and interest, if any, on the Securities of such series shall be payable;
(17) if other than Wilmington Trust Company is to act as Trustee for the Securities of such series, the name and Corporate Trust Office of such Trustee;
(18) if the amounts of payments of principal of or any premium or interest of, premium, if any, and interest, if any, on any the Securities of the such series may are to be determined with reference to an index or formulaindex, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(1319) the applicationterms for conversion or exchange, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(1720) any addition towhich, deletion fromif any, or change in of the Events of Default which applies to any Eligible Guarantors shall guarantee the Securities of such series on the series and any change terms set forth in the right Article Fourteen (each of the Trustee or Eligible Guarantors that guarantee the requisite Holders of such Securities to declare on the principal amount of such Securities due and payable pursuant to Section 5.2terms set forth in Article Fourteen, if any, a “Guarantor”); and
(1821) any other terms of the Securities of such series, or series (which terms shall not be inconsistent with the provisions of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical identical, except as to denomination and except as may otherwise be provided in by or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution, such Officers’ Certificate or in any such indenture supplemental hereto. Unless otherwise provided Any such Board Resolution or Officers’ Certificate referred to above with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to filed with the address Trustee on or before the initial issuance of the Person entitled Securities of such series shall be incorporated herein by reference with respect to Securities of such interest as such address series and shall appear in the Security Register. If any thereafter be deemed to be a part of the terms of the series are established by action taken pursuant Indenture for all purposes relating to a Board Resolution, a copy of an appropriate record Securities of such action shall be certified by the Secretary series as fully as if such Board Resolution or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting were set forth the terms of the seriesherein in full.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution andResolution, subject to Section 3.3, and set forth, or determined in the manner provided, forth in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this IndentureCertificate, or established in one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,:
(1) the title designation of the Securities of the series (which shall distinguish the Securities of the series from Securities of any all other seriesSecurities);
(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.42.05, 3.52.06, 3.62.07, 9.6, 3.02 or 11.7 10.04 and except for any Securities which, pursuant to Section 3.32.03, are deemed never to have been authenticated and delivered under this Indenturehereunder);
(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on Regular Record Date for such interest;
(4) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable;
(5) payable and the manner of payment of such principal; the rate or rates rates, which may be fixed or variable, at which the Securities of the series shall bear interest, if any, and if the rate or rates are variable, the manner of calculation thereof, the circumstances (if any) under which the rate or rates may be adjusted, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, and the manner of payment of such interest and, in the case of Registered Securities, the Regular Record Date for any the determination of Holders of such Securities to whom interest is payable on any Interest Payment Date;
(64) the place or places (in addition to the Borough of Manhattan, The City of New York, such place or places specified in this Indenture) where the principal of (and any premium premium, if any), interest, if any, and interest Additional Amounts, if any, on Securities of the series shall be payable;
(75) the right, if any, of the Company to redeem Securities, in whole or in part, at its option and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series may be redeemed, in whole redeemed pursuant to any sinking fund or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidencedotherwise;
(8) 6) the obligation, if any, of the Company to redeem, purchase, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund, fund or analogous provision provisions or at the option of a Holder of the Security, thereof and the period or periods within which, the price or prices at which, which and the terms and conditions upon which Securities of the series shall be redeemed, purchased, purchased or repaid, in whole or in part, pursuant to such obligation;
(97) if other than denominations of $1,000 and integral multiples of such denominationU.S. Dollars, the denomination currency or denominations currencies, or units based on or related to foreign currencies, in which the Securities of the series shall be issuabledenominated and in which payments of principal of (premium, if any), interest, if any, on and any other amounts payable with respect to such Securities shall or may be payable; or in the manner in which such currency, currencies or composite currencies will be determined; and if the principal of (and premium, if any) and interest, if any, on the Securities of such series are to be payable, at the election of the Company or a holder thereof, in a currency or currencies, including composite currencies, other than that or those in which the Securities are stated to be payable, the currency or currencies in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;
(10) 8) if the amount of payments of principal of or any premium or interest on any the Securities of the series may be determined with reference to an index based on a currency or formulacurrencies other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;
(119) the denominations in which Securities of the series shall be issuable, if other than U.S. $l,000 or integral multiples thereof with respect to Registered Securities and denominations of U.S. $1,000 and U.S. $5,000 for Unregistered Securities;
(10) if other than the principal amount of the Securities of the seriesthereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of its Maturity the maturity thereof or which the Trustee shall be entitled to claim pursuant to Section 5.26.02;
(1211) if whether the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable issuable as of Registered Securities or Unregistered Securities (with or without Coupons), or both, any one or more dates prior restrictions applicable to the Stated Maturityoffer, the amount which shall be deemed to be the principal amount sale or delivery of such Unregistered Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolutionas provided for in Section 2.05, the manner in terms upon which any election pursuant to Unregistered Securities of the series may be exchanged for Registered Securities of such Sections by the Company shall be evidenced;
(14) series and vice versa; and whether the Securities of the series shall be issuable issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries Depository for such Global Security or Securities and whether any Global Securities (of the series are to be issuable initially in temporary form and whether any Global Securities of the series are to be issuable in definitive form with or without Coupons and, if so, whether beneficial owners of interests in any such definitive Global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which and the place or places where any such exchanges may occur, if other than The Depository Trust Company), and any circumstances other than those set forth in the manner provided in Section 3.5 in which any such Global Security may be transferred to, 2.05;
(12) whether and registered and exchanged for, under what circumstances the Company will pay Additional Amounts on the Securities registered in of the name of, series held by a Person who is not a United States person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(13) the provisions, if any, for the defeasance of the Securities of the series;
(14) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other than documents or satisfaction of other conditions, the Depositary for form and terms of such Global Security certificates, documents or its nominee and in which any such transfer may be registeredconditions;
(15) any Authenticating Agentstrustees, Paying Agentsdepositaries, authenticating or paying agents, transfer agents, registrars or any other agents with respect to the Securities Security of the such series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion deletions from, modifications of or change in additions to the Events of Default which applies with respect to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2Securities; and
(1817) any other terms of the Securities series (which terms shall not be inconsistent with the provisions of such series, or of any specified tenor thereofthis Indenture). All Securities of any one series shall be substantially identical except (i) as to denomination denomination, (ii) that Securities of any series may be issuable as either Registered Securities or Unregistered Securities and except (iii) as may otherwise be provided in or pursuant to the such Board Resolution referred to above and (subject to Section 3.3) set forth, or determined forth in the manner provided, in the such Officers’ Certificate referred to above or in any such indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Registerhereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an any Assistant Secretary of the Company and delivered to the Trustee at the same time as or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to (a) a Board Company Resolution or pursuant to authority granted by a Company Resolution and, subject to Section 3.3303, set forth, or determined in the manner provided, in an Officers’ Certificate pursuant to a Board Resolution or indenture supplemental to this Indentureof the Company, or established in (b) one or more indentures supplemental to this Indenturehereto, prior to the issuance of Securities of any series,
: (1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
; (2) any limit upon the limit, if any, on the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4304, 3.5305, 3.6306, 9.6, 906 or 11.7 1107 and except for any Securities which, pursuant to Section 3.3303, are deemed never to have been authenticated and delivered under this Indenturehereunder);
; (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
; (4) the date or dates on which the principal (and premium, if any) of the any Securities of the series is payable;
payable or the method used to determine or extend those dates; (5) the rate or rates at which the any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
(6) the place or places in addition to the Borough of Manhattan, The City of New York, where the principal of and any premium and interest on Securities of the series shall be payable;
(7) the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(8) the obligation, if any, of the Company to redeem, purchase, or repay Securities of the series pursuant to any mandatory redemption, sinking fund, or analogous provision or at the option of a Holder of the Security, and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed, purchased, or repaid, in whole or in part, pursuant to such obligation;
(9) if other than denominations of $1,000 and integral multiples of such denomination, the denomination or denominations in which Securities of the series shall be issuable;
(10) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined;
(11) if other than the principal amount of the Securities of the series, the portion of the principal amount of Securities which shall be payable upon declaration of acceleration of its Maturity pursuant to Section 5.2;
(12) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose under the Securities or this Indenture, including the principal amount which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);
(13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the Securities of the series (including, in the case of Section 13.3, the covenants and any Events of Default not specified therein that are subject thereto) and, if other than by a Board Resolution, the manner in which any election pursuant to such Sections by the Company shall be evidenced;
(14) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities (if other than The Depository Trust Company), and any circumstances other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged for, Securities registered in the name of, a Person other than the Depositary for such Global Security or its nominee and in which any such transfer may be registered;
(15) any Authenticating Agents, Paying Agents, or any other agents with respect to the Securities of the series;
(16) any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X), or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenant contained in Article X) shall not be for the benefit of Securities of such series, or any change to or combination of the provisions of any such covenant or warranty included in this Indenture for the benefit of Securities of all series (including any covenants contained in Article X) which applies to the Securities of such series;
(17) any addition to, deletion from, or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount of such Securities due and payable pursuant to Section 5.2; and
(18) any other terms of the Securities of such series, or of any specified tenor thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any indenture supplemental to the Indenture. Unless otherwise provided with respect to the Securities of any series, at the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.
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Samples: Indenture (KKR & Co. Inc.)
