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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorization, the following: (a) the title of such Securities and the series in which such Securities shall be included; (b) 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 such series pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.05 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities); (c) 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; (d) 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 definitive 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security; (e) 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); (f) 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; (g) 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; (h) 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 on a cash basis 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; (i) 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, 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; (j) 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; (k) whether 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; (l) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000; (m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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; (n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined; (o) 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; (p) 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; (q) 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 securities, 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; (r) 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; (s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series; (t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein; (u) 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; (v) 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; (w) 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; and (x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
Appears in 3 contracts
Samples: Indenture (PartnerRe Finance B LLC), Indenture (Partnerre Capital Trust Iii), Indenture (Partnerre 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 shall be subordinated in right of payment to Senior Indebtedness as provided in Article Thirteen. The Securities may be issued in one or more series. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in the related Series Authorizationor pursuant to one or more Board Resolutions, the following:and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto,
(a1) the title of such the Securities and the series in which such Securities shall be included;
(b2) 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 such the series pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.05 3.07, 9.06 or Section 11.07, 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 Common Stock of the Company 11.07 or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) if such whether any Securities of the series are to be issuable as Registered Securities, as Bearer Securities initially 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;
(d) if any of such Securities are to be issuable in global form, when any of such Securities are to be issuable otherwise in global form and and, if so, (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 interest for definitive Securities of the same such series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 3.053.06, and (iiiii) the name of the Depository depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e4) 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 representing Outstanding Securities of the series shall be dated (if other than the date of original issuance of the first Security of such Securities the series to be issued);
(f5) 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 exchangeterms, if any, upon which the Securities of such temporary Bearer Security any series may be convertible into or exchanged for definitive Securities shall Common Stock, Preferred Stock (which may be paid to represented by depositary shares), other indebtedness of the Company or another obligor, or warrants for Common Stock, Preferred Stock or indebtedness or other securities of any clearing organization with respect to kind of the portion of such temporary Bearer Security held for its account andCompany or any other obligor, in such event, and the terms and conditions (including any certification requirements) upon which such conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period, the manner in which such conversion or exchange shall be effected, applicable adjustments, if any, and any such interest payment received by a clearing organization will be credited other provision in addition to the Persons entitled to interest payable on such Interest Payment Dateor in lieu of those described herein;
(g6) the date or dates, or the method or methodsmethod, if any, by which such date or dates shall be determined, on which the principal of such Securities is payable;
(h7) the rate or rates at which such Securities shall bear interest, if any, or the method or methodsmethod, 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 methodsmethod, 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 on a cash basis 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;
(i) if in addition to or other than the Borough of Manhattan, The City of New York, 8) the place or places places, if any, where the principal ofof (and premium, any premium if any) and interest (including Additional Amounts), if any, on or any Additional Amounts with respect to such Securities shall be payable, any Securities of such Securities that are Registered Securities the series may be surrendered for registration of transfer or exchangetransfer, any Securities of such Securities the series may be surrendered for exchange or conversion or exchange and notices or demands to or upon the Company in respect of such the Securities of the series 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;
(j9) whether and the terms and conditions upon which the Securities of the series or any of such Securities them 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;
(k10) whether any terms and conditions upon which the Company is obligated to redeem redeem, or purchase Securities of the series or any of such Securities them 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 the Securities of the series so redeemed or purchased;
(l11) the denominations in which any Securities of such Securities that are Registered Securities the series, if any, shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, and, if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, 1,000 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 integral multiple thereof;
(n12) if other than the principal face amount thereof, the portion of the par or stated face principal amount of the Securities of the series of any of such Securities that them which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o13) [Intentionally Omitted]
(14) if other than Dollars, the Foreign Currency in which payment of the principal ofof (and premium, any premium if any) or interest interest, if any, on or any Additional Amounts with in respect to of the Securities of the series or any of such Securities shall be payable;
(p) if the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities them are to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars a coin or in a Foreign Currency currency, composite currencies or currency unit or units other than that in which such the Securities of the series or any of them 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;
(q15) whether the amount of payments of principal ofof (and premium, any premium if any) or interest (including Additional Amounts), if any, on or any Additional Amounts with respect to such the Securities of the series 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 Currenciescurrencies, currency units, composite 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 determined and paid or payable;
(r16) whether the principal of (and premium, if any) or interest (including Additional Amounts), if any, on the Securities of the series are to be payable, at the election of the Company or any Holder thereof or otherwise, in a currency or currencies, currency unit or units or composite currency or currencies other than that in which such Securities or any of them are denominated or stated to be payable, the period or periods within which, and the other terms and conditions upon which, such election, if any, may be made, and the time and manner of determining the exchange rate between the currency or currencies, currency unit or units or composite currency or currencies in which such Securities or any of them are denominated or stated to be payable and the currency or currencies, currency unit or units or composite currency or currencies in which such Securities or any of them are to be so payable;
(17) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to the Securities of the series or any of such Securitiesthem, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(s18) whether either or both the applicability, if any, of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable 4.03 to the Securities of such seriesthe series and any provisions in modification of, or any covenants in addition to those specified or in lieu of any of the provisions of Section 4.02(c4.03;
(19) relating the terms pursuant to which the Securities of such series will be made subordinate in right of payment to Senior Indebtedness and the definition of such Senior Indebtedness with respect to such series; and, such Board Resolution, Officer’s Certificate or supplemental indenture, as the case may be, establishing the terms of such series shall expressly state which shall be subject articles, sections or other provisions thereof constitute the “Subordination Provisions” with respect to covenant defeasance, and any deletions from, or modifications or additions to, the provisions of Article 4 in respect of the Securities of such series;
(t20) if the form or forms Securities of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) whether series or any of such Securities them are to be issuable issued upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered;
(v21) if any the Securities of such Securities are to be issuable in global form and the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary SecuritySecurity of such series) 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;
(w22) 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 and/or Authenticating Agent with respect to such the Securities of the series;
(23) whether any of the Securities of a series shall be issued as Original Issue Discount Securities; and
(x24) any other terms of such the Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions series or any of the related Series Authorization shall controlthem. 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 rates of interest, if any, and Stated 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 one or more Board Resolution Resolutions and set forth in the Officers’ such 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 Officers’ Certificate or supplemental indenture 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 providedprovided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securitiesseries. If any of the terms of the Securities of any series shall be were established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of such series.
Appears in 3 contracts
Samples: Subordinated Indenture (BNC Bancorp), Subordinated Indenture (Eagle Bancorp Inc), Subordinated Indenture (Eagle 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. The Securities of each series shall be subordinated in right of payment to all Senior Indebtedness with respect to such series as provided in Article 16. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officers' Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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 and premium, if any, on such Securities is payable;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 Dollars, one or more Foreign 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 determined and paid or payable;
(r18) the relative degree, if any, to which Securities of such series shall be senior to or be subordinated to other series of Securities or other Indebtedness of the Company in right of payment, whether such other series of Securities or other Indebtedness is outstanding or not;
(19) 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;
(s20) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u21) 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;
(v22) 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;
(w23) 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; and
(x24) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ ' 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 Officers’ ' Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Indenture (Jabil Circuit Inc), Indenture (Jabil Circuit 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution of the related Series AuthorizationCompany, an Officers' Certificate of the following:Company or established in one or more indentures supplemental hereto,
(a) the title of such Securities and the series in which such Securities shall be included;
(b) 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 or transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in on part of any Registered Security of such series pursuant to Article 13, Twelve or upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for Common Stock or other securities securities, cash or property pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c) 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;
(d) 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 definitive 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 3.05305, and (iii) the name of the Depository Depositary or the U.S. DepositoryDepositary, as the case may be, with respect to any such global Security;
(e) 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);
(f) if any of such Securities are to be issuable as Bearer Securities, whether interest 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 Interest payment received by a clearing organization will be credited to the Persons entitled to interest Interest payable on such Interest Payment Date;
(g) 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;
(h) the rate or rates at which such Securities shall bear interestInterest, 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 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 Interest shall be payable on a cash basis and the Regular Record Date, if any, for the interest Interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances if Additional Amounts on such Securities or any of them shall not be payablepayable as provided in Section 1004, and any deletion from, or modifications or additions to, the provisions of Section 1004 or Section 1108 in respect of the Securities of such series, the notice, if any, to Holders regarding the determination of interest Interest on a floating rate Security and the manner of giving such notice, and the basis upon which interest Interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(i) the right, if any, to extend the Interest payment periods and the duration of any such extension, including the maximum consecutive period, if any, during which Interest payment periods may be extended;
(j) 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 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 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 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;
(jk) 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;
(kl) whether the obligation, if any, of the Company is obligated to redeem or purchase any Securities of such Securities the series pursuant to any sinking fund or analogous provision provisions (including payments made in cash in anticipation of future sinking fund obligations) or at the option of any a Holder thereof and(other than, if soor in addition to, the obligation of the Company to purchase Securities at the option of Holders upon a Change in Control pursuant to Article Fifteen) and the date or dates on which, which or the period or periods within which, the price or prices at which which, and the other terms and conditions upon which such which, Securities of the series 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;
(l) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for Common Stock or other securities, whether or not issued by the Company, cash or property and the terms and conditions of any such conversion or exchange and, if soso provided, 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;
(n) 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;
(o) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(op) if other than Dollars, the Foreign Currency in which payment of the principal of, any premium or interest Interest on or any Additional Amounts with respect to any of such Securities shall be payable;
(pq) if the principal of, any premium or interest 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;
(qr) whether the amount of payments of principal of, any premium or interest 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 securities, 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;
(rs) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or the Guarantor 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;
(st) whether if either or both of Section 4.02(b402(2) relating to defeasance or Section 4.02(c402(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 4.02(c402(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 4 Four in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) whether 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;
(v) 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;
(w) 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, Conversion Agent or Authenticating Agent with respect to such Securities;
(x) the Change in Control Purchase Price, if applicable; and
(xy) the name of the applicable Trust (which shall distinguish such statutory business trust from all other Trusts), if any, to which the Securities of such series are to be deposited as assets and the date of its Trust Agreement; and
(z) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. All Securities (and Guarantees endorsed thereon) 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 thereonInterest, or method of determining the rate of interestInterest, if any, Maturity, and the date from which interestInterest, 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 Officers’ ' 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 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 providedprovided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution Resolutions of the Company and the Guarantor shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
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, and each such series shall rank equally and PARI PASSU with each other series. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a Board Resolution of the related Series AuthorizationCompany and, subject to SECTION 3.03, set forth, or determined in the followingmanner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series:
(a1) the title of such the Securities and of the series in (which such shall distinguish the Securities shall be includedof the series from all other Securities);
(b2) 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 such the series pursuant to Section SECTION 3.04, Section 3.05, Section 3.06, Section 9.05 9.06 or Section 11.0711.07 and except for any Securities which, upon repayment in part of any Registered Security of such series pursuant to Article 13SECTION 3.03, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant are deemed never to its terms, or pursuant to or as contemplated by the terms of such Securitieshave been authenticated and delivered hereunder);
(c3) if such whether Securities of the series are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer both, whether any Securities and Registered Securities, and whether of the Bearer Securities series are to be issuable with Coupons, without Coupons or both, initially in temporary global form and whether any restrictions applicable to the offer, sale or delivery Securities of the Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa;
(d) if any of such Securities series are to be issuable in permanent 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 as Book Entry Securities, or permanent global form otherwise, with or bothwithout coupons and, (ii) if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for definitive Securities of the same such series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified provided in Section SECTION 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e4) if the Person to whom any interest on any Registered Security 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 series shall be dated (payable, if other than the date Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of original issuance of business on the first of Regular Record Date for such Securities to be issued);
(f) 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 eventinterest, 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;
(g) the date or datesmanner in which, or the method or methodsPerson to whom, if any, by which such date or dates shall be determined, on which the principal of such Securities is payable;
(h) 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 any 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 on a cash basis 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 Bearer Security of them the series shall be payable, if otherwise than upon presentation and surrender of the notice, if any, to Holders regarding the determination of interest on a floating rate Security coupons appertaining thereto as they severally mature 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;
(i) 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, the extent to which, or the manner in which, any interest payment or Additional Amounts payable on a temporary global Security on an Interest Payment Date, Date will be paid and if other than in the manner provided in SECTION 3.04;
(5) the date or dates on which any the principal of or (and premium, if any, on any global Security will be paidon) the Securities of the series is payable or the method of determination thereof;
(j6) whether any of such the rate or rates at which the Securities are to be redeemable at the option of the Company andseries shall bear interest, if soany, or the method by which such rate shall be determined, the date or dates from which any such interest shall accrue, the Interest Payment Dates on whichwhich any such interest shall be payable, the Regular Record Date for any interest payable on any Registered Securities on any Interest Payment Date and whether, and under what circumstances, additional amounts with respect to such Securities shall be payable as set forth in SECTION 10.04;
(7) the place or places where, subject to the provisions of SECTION 10.02, 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 registration of transfer and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;
(8) 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 and the other terms and conditions upon which such Securities of the series may be so redeemed, in whole or in part, at the option of the Company;
(k9) whether the obligation, if any, of the Company is obligated to redeem redeem, purchase, or purchase any repay Securities of such Securities the series pursuant to any mandatory redemption, sinking fund or analogous provision provisions or at the option of any a Holder thereof and, if so, the date or dates on which, and the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities of the series shall be redeemed redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l10) the denominations in which any of such Securities that are Registered Securities of the series shall be issuable issuable, if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denomination or denominations in which any of such Securities that are Bearer Securities of the series shall be issuable issuable, if other than the denomination of $5,000;
(m11) whether the currency or currencies, including composite currencies, in which payment of the principal of and any premium and interest on any Securities of the series will shall be convertible into shares of Common Stock payable if other than the currency of the Company and/or exchangeable United States and the manner of determining the equivalent thereof in the currency of the United States for other securities, whether or not issued by purposes of the Company, 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 definition of such convertible or exchangeable Securities or the administration thereof"OUTSTANDING" in SECTION 1.01;
(n12) if the amount of payments of principal of and any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(13) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any Securities of such Securities that the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determinedSECTION 5.02;
(o14) if other than Dollars, the Foreign Currency in which payment of the principal of, of and any premium or interest on or any Additional Amounts with respect to any the Securities of such Securities shall be payable;
(p) if the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities series are to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars a currency or in a Foreign Currency currencies, including composite currencies, other than that or those in which such the Securities are stated to be payable, the date currency or dates currencies in which payment of the principal of and any premium and interest on which, the period or periods within whichSecurities of such series as to which such election is made shall be payable, and the other terms periods within which 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;
(q) 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 securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts shall election is to be determined and paid or payablemade;
(r15) any deletions from, modifications of or additions to whether the Events of Default or covenants Securities of the Company series shall be issued upon original issuance in whole or in part in the form of one or more Book-Entry Securities and, in such case, (a) the Depository with respect to such Book-Entry Security or Securities and (b) the circumstances under which any such Book-Entry Security may be exchanged for Securities registered in the name of, and any transfer of such SecuritiesBook-Entry Security may be registered to, whether a Person other than such Depository or not such Events of Default or covenants are consistent with the Events of Default or covenants its nominee, if other than as set forth hereinin SECTION 3.05;
(s16) whether if either or both of Section 4.02(b) relating to defeasance the provisions of SECTION 13.02 or Section 4.02(c) relating to covenant defeasance shall not be 13.03 are applicable to the Securities of such series, series and any additional means of discharge pursuant to SECTION 13.02 or 13.03 and any additional conditions to the provisions of SECTION 13.02 or 13.03;
(17) any other Events of Default or covenants in addition to those specified in Section 4.02(c) relating with respect 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x18) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any the series (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture except as permitted by SECTION 9.01(5), the terms and provisions of the related Series Authorization shall control). All Securities of any one series and all Coupons, if any, the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, 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 referred to above and (subject to SECTION 3.03) set forth forth, or determined in the manner provided, in the Officers’ ' Certificate referred to above or in any such 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securitieshereto. If any of the terms of the Securities of any series shall be are established by action taken by or pursuant to a Board Resolution, the 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 the series.
Appears in 2 contracts
Samples: Indenture (Illinois Power Co), Indenture (Illinois Power Co)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Fifteen. The Securities may be issued in one or more series. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in the related Series Authorizationor pursuant to one or more Board Resolutions, the following:and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto,
(a1) the title of such the Securities and the series in which such Securities shall be included;
(b2) 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 or transfer of, or in exchange for, or in lieu of, other Securities of such the series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 906 or Section 11.07, 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 Common Stock of the Company 1107 or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) if such whether Securities of the series are to be issuable as Registered Securities, as Bearer Securities or both and, if the Securities are to be issuable exclusively 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 sale, delivery or delivery conversion of the Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa;
(d4) if whether any Securities of such Securities the series are to be issuable in global form, when any of such Securities are to be issuable initially or otherwise in global form and and, if so,
(i) whether such Securities are to be issued in temporary or permanent global form or both, (iia) whether beneficial owners of interests in any such global Security may exchange such interests interest for definitive Securities of the same such series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 3.05, and 305,
(iiib) the name of the Depository depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and
(c) the manner in which interest payable on a global security will be paid;
(e5) 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 Securities of the series and any global Security representing Outstanding Securities of the series shall be dated (if other than the date of original issuance of the first Security of such Securities the series to be issued);
(f6) if any Securities of such Securities 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 in respect of an Interest Payment Date therefor prior to the exchange, if any, 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;
(g7) the date or dates, or the method or methodsmethod, if any, by which such date or dates shall be determined, on which the principal of such Securities is payable;
(h) 8) the rate or rates at which such Securities shall bear interest, if any, or the method or methodsmethod, 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 methodsmethod, 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 on a cash basis 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;
(i9) the place or places, if any, in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal ofof (and premium, any premium if any) and interest (including Additional Amounts), if any, on or any Additional Amounts with respect to such Securities shall be payable, any of such Securities that are Registered Securities of the series may be surrendered for registration of transfer or exchangetransfer, any Securities of such Securities the series may be surrendered for exchange or conversion or exchange and notices or demands to or upon the Company in respect of such the Securities of the series 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;
(j10) whether the Securities of the series or any of such Securities them 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;
(k11) whether the Company is obligated to redeem or purchase Securities of the series or any of such Securities them 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 the Securities of the series so redeemed or purchased;
(l12) the denominations in which any of such Securities that are Registered Securities of the series, if any, shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denominations in which any of such Securities that are Bearer Securities of the series, if any, shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n13) if other than the principal face amount thereof, the portion of the par or stated face principal amount of the Securities of the series or any of such Securities that them which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o14) if other than Dollarssuch currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the Foreign Currency currency, composite currencies or currency unit or units in which payment of the principal ofof (and premium, any premium if any) or interest interest, if any, on or any Additional Amounts with in respect to of the Securities of the series or any of such Securities them shall be payable;
(p15) if the principal ofof (and premium, any premium if any) or interest interest, if any, on or any Additional Amounts with in respect to of the Securities of the series or any of such Securities them are to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars a currency, composite currencies or in a Foreign Currency currency unit or units other than that in which such the Securities of the series or any of them 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;
(q16) whether the amount of payments of principal ofof (and premium, any premium if any) or interest (including Additional Amounts), if any, on or any Additional Amounts with respect to such the Securities of the series 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 Currenciescurrencies, currency units, composite 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 determined and paid or payable;
(r17) whether the principal of (and premium, if any) or interest (including Additional Amounts), if any, on the Securities of the series are to be payable, at the election of the Company or any Holder thereof or otherwise, in a currency or currencies, currency unit or units or composite currency or currencies other than that in which such Securities or any of them are denominated or stated to be payable, the period or periods within which, and the other terms and conditions upon which, such election, if any, may be made, and the time and manner of determining the exchange rate between the currency or currencies, currency unit or units or composite currency or currencies in which such Securities or any of them are denominated or stated to be payable and the currency or currencies, currency unit or units or composite currency or currencies in which such Securities or any of them are to be so payable;
(18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to the Securities of the series or any of such Securitiesthem, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(s19) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to if the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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 SecuritySecurity of such series) 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;
(w20) 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 and/or Authenticating Agent with respect to such the Securities of the series; and
(21) whether any of the Securities of a series shall be issued as Original Issue Discount Securities; and
(x22) any other terms of such the Securities and of the series or any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any them (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture), the terms and provisions of the related Series Authorization shall control. All Securities of any one series and all Coupons, if any, Coupons appertaining to Bearer Securities of such series series, if any, 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 rates of interest, if any, and Stated 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 one or more Board Resolution Resolutions and set forth in the such Officers’ ' 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 Officers’ Certificate or supplemental indenture 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 providedprovided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securitiesseries. If any of the terms of the Securities of any series shall be were established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Subordinated Indenture (National City Corp), Subordinated Indenture (National City 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. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a Board Resolution, or to the related Series Authorizationextent established pursuant to, rather than set forth in, such resolution, established in an Officer's Certificate, or established in one or more indentures supplemental hereto, prior to the followingissuance of Securities of any Series:
(a1) the title of such the Securities and of the series in Series (which such title shall distinguish the Securities shall be includedof the Series from all other Securities issued by the Company);
(b2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such 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 such series the Series pursuant to Section 3.042.8, Section 3.052.9, Section 3.06, Section 9.05 2.11 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities13.3);
(c3) if such whether Securities of the Series are to be issuable as Registered Securities, as Bearer Unregistered Securities or alternatively as Bearer Securities and Registered Securitiesboth, whether the securities of such Series are to be uncertificated and whether any Securities of the Bearer Securities Series are to be issuable with Coupons, without Coupons or both, initially in temporary global form and whether any restrictions applicable to the offer, sale or delivery Securities of the Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa;
(d) if any of such Securities Series 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 with or bothwithout coupons and, if so, (iii) whether beneficial owners of interests interest in any such permanent global Security may exchange such interests interest for definitive Securities of the same series such Series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified provided in Section 3.05, 2.8 and (iiiii) the name of the Depository or the U.S. Depository, as the case may be, depositary with respect to any such global Security;
(e4) if the Person to whom any interest in any Registered Security 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 Series shall be dated (payable, if other than the Person in whose name the Security (or one or more predecessor Securities) is registered at the close of business on the record date of original issuance of the first of for such Securities to be issued);
(f) 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 eventinterest, 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;
(g) the date or datesmanner in which, or the method or methodsPerson to whom, if any, by which such date or dates shall be determined, on which the principal of such Securities is payable;
(h) 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 any 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 on a cash basis 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 Unregistered Security of them the Series shall be payable, if otherwise than upon presentation and surrender of the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving such noticeCoupons appertaining thereto as they severally mature, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(i) 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, the extent to which, or the manner in which, any interest payment or Additional Amounts payable on a temporary global Security on an Interest Payment Date, interest payment date will be paid and if other than in the manner provided in Section 2.11;
(5) the date or dates on which any the principal of the Securities of the Series is payable;
(6) the rate or premiumrates (or formula for determining such 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 any global Security will which such interest shall be paidpayable and the record dates for the determination of Holders to whom interest is payable;
(j7) whether any the interest rate or interest rate formula, as the case may be, for Securities of such Securities are to the Series may be redeemable reset at the option of the Company and, if so, the date or dates on which such interest rate or interest rate formula, as the case may be, may be reset;
(8) the place or places where the principal and interest on Securities of the Series shall be payable (if other than as provided in Section 3.2), 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;
(9) the price or prices at which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities of the Series may be redeemedredeemed or repurchased, in whole or in part, at the option of the CompanyCompany or repaid at the option of the Holders;
(k10) whether the obligation, if any, of the Company is obligated to redeem redeem, purchase or purchase any repay Securities of such Securities the Series pursuant to any sinking fund or analogous provision provisions or at the option of any a Holder thereof and, if so, the date or dates on which, the period or periods within which, and the price or prices at which and the other period or periods within which and the terms and conditions upon which such Securities of the Series shall be redeemed redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l11) the denominations in which any of such Securities that are Registered Securities shall of the Series may be issuable issued, if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denomination or denominations in which any Unregistered Securities of such Securities that are Bearer Securities shall the Series may be issuable issued, if other than the denomination of $5,000;
(m12) whether the form of the Securities (or forms thereof if Unregistered 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 certificates which may be required hereunder or which the Company may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(13) the currencies or currencies, including composite currencies, in which payments of interest or principal are payable with respect to the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) Series if other than the principal face amount thereof, the portion currency of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determinedUnited States;
(o14) 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;
(p) 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;
(q) whether the amount of payments of principal of, any premium of or interest on or the Securities of any Additional Amounts with respect to such Securities Series may be determined with reference to an indexthe differences in the price of or rate of exchange between any indexes, formula currencies or other 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 determined and paid or payabledetermined;
(r15) any deletions fromif other than the principal amount thereof, modifications of or additions to the Events of Default or covenants portion of the Company with respect principal amount of Securities of the Series which shall be payable upon acceleration of the maturity thereof pursuant to any of such Securities, whether Section 5.1 or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth hereinprovable in bankruptcy pursuant to Section 5.2;
(s16) whether either Securities of the Series are issuable in Tranches;
(17) any additional events of default or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable restrictive covenants with respect to the Securities of such seriesSeries which are not set forth herein, and whether any such additional events of default or restrictive covenants are subject to defeasance in accordance with Section 3.8;
(18) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture); and
(19) any trustees, authenticating or paying agents, transfer agents or registrars or any covenants in addition to those specified in Section 4.02(c) relating other agents with respect 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall controlSeries. All Securities of any one series and all Coupons, if any, appertaining to Bearer Securities of such series Series shall be substantially identical except as to Currency of payments due thereunderdenomination, denomination and except as provided in the rate of interest thereonimmediately succeeding paragraph, 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 such Board Resolution and set forth in the Officers’ or Officer's Certificate or in any such 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 Officers’ Certificate or supplemental indenture 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 indenturehereto. All Securities of any one series Series need not be issued at the same time andtime, and unless otherwise so provided, a series Series may be reopened for issuances of additional Securities of such series Series. Each Series may be issued in one or to establish additional terms more Tranches. Except as provided in the foregoing paragraph, all Securities of such series of Securities. If any a Tranche shall have the same terms, including issue date, except that Securities of the terms same Tranche may be issued in different denominations of the Securities of any series shall be established by action taken by same currency or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such seriescomposite currency.
Appears in 2 contracts
Samples: Indenture (Enhance Financial Services Group Inc), Indenture (Enhance Financial Services 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. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a resolution of the related Series AuthorizationBoard of Directors or established in or pursuant to one or more indentures supplemental hereto, prior to the followingissuance of Securities of any series:
(a1) the title of such the Securities and of the Series (which shall distinguish Securities of the series in which such Securities shall be includedfrom all other Securities);
(b2) 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 such the series pursuant to Section 3.04Sections 2.08, Section 3.052.09, Section 3.062.11, Section 3.07 or 9.05 or Section 11.07, upon repayment in part of and except for any Registered Security of such series Securities which pursuant to Article 13, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant Section 2.04 are deemed not to its terms, or pursuant to or as contemplated by the terms of such Securitieshave been authenticated and delivered hereunder);
(cA) 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 of the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa;
(d) if any of such Securities are to be issuable in global form, when any of such Securities series are to be issuable in global form and and, if so, (i) whether the identity of the depositary with respect to any such Securities are to be issued in temporary or permanent global form or both, Security and (ii) whether beneficial owners of interests in any such global Security may exchange such interests for definitive Securities of the same series and of like tenor and of any authorized form and denomination, and and, if so, the circumstances under which and the manner in which any such exchanges may occur, if other than in the manner as specified in Section 3.05, and 2.08; (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(eB) if any of such the Securities of the series 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);
; and (fC) 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;
(g) 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;
(h) 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 on a cash basis 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;
(i) 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, 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;
(j) 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;
(k) whether 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;
(l) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) 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;
(p) 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;
(q) 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 securities, 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;
(r) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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 issue, upon exchange of a temporary Security of such series, or in exchange for a beneficial ownership interest in a permanent global Security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, or if Securities of the series are initially issuable in temporary global form and if owners of beneficial interests therein may exchange such interest for an interest in a permanent global Security only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and and/or terms of such certificates, documents or conditions;
(w4) the date or dates (and whether fixed or extendible) on which the principal of Securities of the series is payable;
(5) the rate or rates at which Securities of the series shall bear interest, or the method of determining the same, if any, the date or dates from which such interest shall accrue, or the method of determining the same, if any, the Interest Payment Dates (and whether fixed or extendible) and the Regular Record Dates;
(6) the place or places where the principal of and any interest on Securities of the series shall be payable;
(7) any provisions 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 accrue, if any, and the date or dates from or to which or period or periods during which such original issue discount shall accrue at such rate or rates);
(8) 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 or otherwise purchased, in whole or in part, at the option of the Company, pursuant to any sinking fund or otherwise (including, without limitation, the form or method of payment thereof if other than in cash);
(9) 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 Securityholder thereof and the price or prices at 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, without limitation, the form or method of payment thereof, if other than in cash);
(10) if there is more other than one Trusteedenominations of $25 and any integral multiple thereof, the identity denominations in which Securities of the Trustee and, series shall be issuable;
(11) if not other than the Trusteeprincipal amount thereof, the identity portion of each Security Registrar, Paying Agent the principal amount of Securities of the series which shall be payable upon acceleration of the maturity thereof pursuant to Section 6.02 or Authenticating Agent provable in bankruptcy pursuant to Section 6.09;
(12) any Events of Default with respect to such Securitiesthe Securities of a particular series in lieu of or in addition to those set forth herein and the remedies therefor;
(13) the terms of the subordination of Securities of the series; and
(x14) any other terms of such Securities a particular series and any other deletions from provisions expressing or modifications or additions referring to the terms and conditions upon which the Securities of that series are to be issued under this Indenture in respect of such Securities. If any Indenture, which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or and provisions are subject to not in conflict with the provisions of the related Series Authorization)this Indenture; provided, however, the addition to or subtraction from or variation of Articles Four, Five, Six and Eight (and Sections 1.01 and 1.02, insofar as they relate to the definition of certain terms and 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 the related Series Authorization shall controlthose Articles. 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 such resolution of the Board Resolution and set forth in the Officers’ Certificate of Directors or in any such indenture or indentures supplemental hereto pertaining to such series of Securitieshereto. 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 Officers’ Certificate or supplemental indenture 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 Not all Securities of any one series need not be issued at the same time 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 Securitiesseries. If any of the terms of the Securities of any a series shall be are established by action taken by or pursuant to a Board Resolution, resolution of the Board Resolution of Directors 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 with an Officers’ ' Certificate setting forth the terms or the manner of determining the terms of the Securities of such series. With respect to 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 Securities of such series and provide either that the specific terms of particular Securities of such series shall be specified in a written order of the Company or that such terms shall be determined by the Company or its agents in accordance with a written order of the Company as contemplated by the proviso clause of the fourth paragraph of Section 2.04.
Appears in 2 contracts
Samples: Indenture (Tci Communications Financing Iv), Indenture (Tci Communications Financing Vi)
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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 or transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13, Thirteen or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.05305, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) 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;
(s19) whether if either or both of Section 4.02(b402(2) relating to defeasance or Section 4.02(c402(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 4.02(c402(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 4 Four in respect of the Securities of such series;
(t20) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v21) 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;
(w22) 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 any Registered Security of such series shall be payable, if other than the Person in whose name the Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture;
(24) If the Securities of such series are Subordinated Securities, the terms pursuant to which the Securities of such series will be made subordinate in right of payment to Senior Indebtedness and the definition of such Senior Indebtedness with respect to such series (in the absence of an express statement to the effect that the Securities of such series are subordinate in right of payment to all such Senior Indebtedness, the Securities of such series shall not be subordinate to Senior Indebtedness and shall not constitute Subordinated Securities); and, in the event that the Securities of such series are Subordinated Securities, a Board Resolution, Officers' Certificate or supplemental indenture, as the case may be, establishing the terms of such series shall expressly state which articles, sections or other provisions thereof constitute the "Subordination Provisions" with respect to the Securities of such series; and
(x25) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 the Board Resolution, or pursuant to the Board Resolution and set forth in the Officers’ ' 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 telephonic or written order of persons designated in the Board Resolution, 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 Board Resolution, Officers’ ' Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Board Resolution, Officers’ ' Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company as contemplated by this Section 301, a series may be reopened from time to time without consent of any Holder for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Indenture (CNF Transportation Inc), Indenture (CNF Transportation 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. The Securities of each series shall be subordinated in right of payment to all Company Senior Indebtedness with respect to such series as provided in Article 16. The Securities of each series shall be guaranteed by the Guarantor, which Guarantee shall be subordinated in right of payment to all Guarantor Senior Indebtedness with respect to such series as provided in Article 18. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer's Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock other securities of the Company or exchange for other securities of the Guarantor or another issuer pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 rate or rates and the extent to which Additional Interest, if any, shall be payable in respect of such Securities, 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 on a cash basis and the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest Payment Date, the right, pursuant to Section 3.11 hereof or as otherwise set forth therein, of the Company to defer or extend an interest payment period and the duration of any such Extension Period, including the maximum consecutive period during which interest payment periods may be extended, 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;
(i9) 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 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock other securities of the Company and/or exchangeable for other securitiessecurities of the Guarantor or another issuer, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) the relative degree, if any, to which Securities of such series and the Guarantee in respect thereof shall be senior to or be subordinated to other series of Securities and the Guarantee in respect thereof or other Indebtedness of the Company or the Guarantor, as the case may be, in right of payment, whether such other series of Securities or other Indebtedness is outstanding or not;
(19) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or the Guarantor 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;
(s20) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t21) the form or forms of the Debt Securities Guarantee Agreement, Trust Agreement (if different from the Debt Securities form attached hereto as Annex A), Amended and Restated Trust Agreement contemplated hereby and defined hereinGuarantee Agreement;
(u22) 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;
(v23) 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;
(w24) 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; and
(x25) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Officer's Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Officer's Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ 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 reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer's Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Indenture (Ace Ina Holdings Inc), Indenture (Ace 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officers' Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive Securities of the 20 29 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j) 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;
(k) whether 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;
(l) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) 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;
(p) 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;
(q) 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 securities, 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;
(r) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Indenture (Homeside Lending Inc), Indenture (Homeside Lending 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. The Securities of each series shall be subordinated in right of payment to all Company Senior Indebtedness with respect to such series as provided in Article 16. The Securities of each series shall be guaranteed by the Guarantor, which Guarantee shall be subordinated in right of payment to all Guarantor Senior Indebtedness with respect to such series as provided in Article 18. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer’s Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock other securities of the Company or exchange for other securities of the Guarantor or another issuer pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 rate or rates and the extent to which Additional Interest, if any, shall be payable in respect of such Securities, 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 on a cash basis and the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest Payment Date, the right, pursuant to Section 3.11 hereof or as otherwise set forth therein, of the Company to defer or extend an interest payment period and the duration of any such Extension Period, including the maximum consecutive period during which interest payment periods may be extended, 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;
(i9) 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 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock other securities of the Company and/or exchangeable for other securitiessecurities of the Guarantor or another issuer, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) the relative degree, if any, to which Securities of such series and the Guarantee in respect thereof shall be senior to or be subordinated to other series of Securities and the Guarantee in respect thereof or other Indebtedness of the Company or the Guarantor, as the case may be, in right of payment, whether such other series of Securities or other Indebtedness is outstanding or not;
(19) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or the Guarantor 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;
(s20) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t21) the form or forms of the Debt Securities Guarantee Agreement, Trust Agreement (if different from the Debt Securities form attached hereto as Annex A), Amended and Restated Trust Agreement contemplated hereby and defined hereinGuarantee Agreement;
(u22) 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;
(v23) 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;
(w24) 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; and
(x25) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Officer’s Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Officer’s Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ 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 reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officers’ Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series series, including CUSIP numbers in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, upon repayment in part of any Registered Security of such series pursuant to Article 13, Thirteen or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities securities, cash or other property pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c) 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;
(d3) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e4) 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);
(f) 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;
(g5) 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 is payable;
(h6) 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 on a cash basis 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 30-30- day months;
(i7) 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, 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;
(j) 8) 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;
(k9) whether 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;
(l10) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000multiple thereof;
(m11) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether cash or not issued by other property of the CompanyCompany or of any other Person, and, 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;
(n12) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o13) 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;
(p14) 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;
(q15) 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 formula, financial or economic measure or other method or methods (which index, formula formula, measure 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 determined and paid or be payable;
(r16) 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;
(s17) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(3) relating to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities of such series are subject to repurchase or repayment at the option of the Holders thereof, whether the Company’s obligation to repurchase or repay such Securities will be subject to defeasance or covenant defeasance, and any deletions from, or modifications or additions to, the provisions of Article 4 Four in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u18) 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;
(v19) 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;
(w20) if there is more than one TrusteeTrustee or a Trustee other than The Bank of New York Trust Company, N.A., 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; and;
(x21) whether the Securities are senior or subordinated debt securities, and if subordinated debt securities, the terms of such subordination.
(22) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 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 providedprovided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of the Securities of such Securities and the series in which such Securities shall be includedseries;
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13, Thirteen or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities or property pursuant to its terms), and if such series may be reopened from time to time for the issuance of additional Securities of such series or pursuant to or as contemplated by the establish additional terms of such Securities)series;
(c3) 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;
(d4) 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 definitive 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 3.05Xxxxxxx 000, and (iiixxx) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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 is payable;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for Common Stock or other securitiessecurities or property, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) whether if 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 securities, 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;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to any of such Securities, Securities (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein), and if Section 1008 shall be applicable with respect to any such additional covenants;
(s19) whether either if any one or both more of Section 4.02(b401 relating to satisfaction and discharge, Section 402(2) relating to defeasance or Section 4.02(c402(3) relating to covenant defeasance shall not be applicable to the Securities of such series, or and any covenants in addition to or other than those specified in Section 4.02(c402(3) relating to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities of such series are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company's obligation to repurchase or repay such Securities will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and, if the Holders of such Securities have the right to convert or exchange such Securities into Common Stock or other securities or property, if the right to effect such conversion or exchange will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article 4 Four (including any modification which would permit satisfaction and discharge, defeasance or covenant defeasance to be effected with respect to less than all of the outstanding Securities of such series) in respect of the Securities of such series;
(t20) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v21) 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;
(w22) whether and under what circumstances the Company will pay Additional Amounts on such Securities to any holder who is a United States Alien in respect of any tax, assessment or other government charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(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) the Person to whom any interest on any Registered Security of such series shall be payable, if other than the Person in whose name the Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture; and
(x25) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ ' 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 telephonic or written order of persons designated in the Board Resolution, Officers’ ' Certificate or supplemental indenture indenture, as the case may be, pertaining to such series of Securities (telephonic instructions to be promptly confirmed in writing by such person) and that such persons are authorized to determine, consistent with such Board Resolution, Officers’ ' Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Board Resolution, Officers’ ' Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise if so providedprovided by the Company as contemplated by this Section 301, a series may be reopened from time to time without the consent of any Holders for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of the Securities of such Securities and the series in which such Securities shall be includedseries;
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13, Thirteen or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities pursuant to its terms), and if such series may be reopened from time to time for the issuance of additional Securities of such series or pursuant to or as contemplated by the establish additional terms of such Securities)series;
(c3) 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;
(d4) 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 definitive 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 3.05Sectxxx 000, and (iiixxx) the xxx name of the Depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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 is payable;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for Common Stock or other securities, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to any of such Securities, 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 1008 shall be applicable with respect to any such additional covenants;
(s19) whether if either or both of Section 4.02(b402(2) relating to defeasance or Section 4.02(c402(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 4.02(c402(3) relating to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities of such series are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company's obligation to repurchase or repay such Securities will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance pursuant to Section 402, and, if the Holders of such Securities have the right to convert or exchange such Securities into Common Stock or other securities, if the right to effect such conversion or exchange will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article 4 Four (including any modification which would permit defeasance or covenant defeasance to be effected with respect to less than all of the outstanding Securities of such series) in respect of the Securities of such series;
(t20) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v21) 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;
(w22) whether and under what circumstances the Company will pay Additional Amounts on such Securities to any holder who is a United States Alien in respect of any tax, assessment or other government charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(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) the Person to whom any interest on any Registered Security of such series shall be payable, if other than the Person in whose name the Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture;
(25) if the Securities of such series are Subordinated Securities, the terms pursuant to which the Securities of such series will be made subordinate in right of payment to Senior Indebtedness and the definition of such Senior Indebtedness with respect to such series (in the absence of an express statement to the effect that the Securities of such series are subordinate in right of payment to all such Senior Indebtedness, the Securities of such series shall not be subordinate to Senior Indebtedness and shall not constitute Subordinated Securities); and, in the event that the Securities of such series are Subordinated Securities, a Board Resolution, Officers' Certificate or supplemental indenture, as the case may be, establishing the terms of such series shall expressly state which articles, sections or other provisions thereof constitute the "Subordination Provisions" with respect to the Securities of such series; and
(x26) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 Officers’ ' 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 telephonic or written order of persons designated in the Officers’ ' Certificate or supplemental indenture indenture, as the case may be, pertaining to such series of Securities (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 if so providedprovided by the Company as contemplated by this Section 301, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Indenture (Performance Food Group Co), Indenture (Performance Food Group Co)
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. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a Board Resolution of the related Series AuthorizationCompany or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, any or all of the following, as applicable:
(a) the title of such the Securities and of the series, which shall distinguish the Securities of that series in which such from the Securities shall be includedof all other series;
(b) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may to 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 such that series pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.05 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securitieshereto);
(c) 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;
(d) 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 definitive 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e) 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);
(f) 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;
(g) 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;
(h) 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 on a cash basis 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;
(i) 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, 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;
(j) whether any of such Securities are to be redeemable at the option of the Company and, if so, the date or dates on which, 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 Principal of the Company;
(k) whether 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;
(l) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) 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;
(pd) 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 percentage 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;
(q) whether the aggregate principal 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 securities, 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;
(r) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 at 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 Officers’ 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 issued and delivered by the Trustee on original issue from time to time upon written order of persons designated in the Officers’ Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Certificate or any applicable supplemental indenture, such terms and conditions of whether the Securities of such series as are specified in such Officers’ Certificate or supplemental indenture. All will be Original Issue Discount Securities of and any one 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. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.special tax considerations relating thereto;
Appears in 2 contracts
Samples: Indenture (Glaxosmithkline Capital Inc), Indenture (Glaxosmithkline 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. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in the related Series Authorizationor pursuant to a Board Resolution, the followingand set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto:
(a1) the title of such the Securities and the series in which such Securities shall be included;
(b2) 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 such the series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 906 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities1107);
(c3) if such whether Securities of the series are to be issuable as Registered Securities, as Bearer Securities (with or alternatively as Bearer Securities and Registered Securities, and whether the Bearer Securities are to be issuable with Coupons, without Coupons coupons) or both, and any restrictions applicable to the offer, sale or delivery of the Bearer Securities and the terms, if any, terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa;
(d4) 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 definitive 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e) 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 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 such Securities the series to be issued);
(f5) if any Securities of such Securities 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 in respect of an Interest Payment Date therefor prior to the exchange, if any, 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;
(g6) 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;
(h7) the rate or rates at which such Securities shall bear interest, if any, or the any method or methods, if any, by which such rate or rates are to shall be determined, the date or dates, if any, dates from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determinedaccrue, the Interest Payment Dates, if any, Dates on which such interest shall be payable on a cash basis and the Regular Record Date, if any, Date 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 securities shall be payablepayable in respect of specified taxes, the noticeassessments or other governmental charges withheld or deducted and, if anyso, whether the Company has the option to Holders regarding redeem the determination of interest on a floating rate Security and the manner of giving affected Securities rather than pay such noticeAdditional Amounts, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(i) 8) the place or places, if any, in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal ofof (and premium, any premium if any) and interest on or any Additional Amounts with Amounts, if any, payable in respect to of 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, 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;
(j9) 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;
(k10) whether the obligation, if any, of the Company is obligated to redeem or purchase any of such Securities pursuant to any sinking fund or analogous provision provisions or at the option of any a Holder thereof and, if so, the date or dates on which, and 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 purchasedSecurities;
(l11) the denominations in which any of such Securities that are Registered Securities of the series, if any, shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denominations in which any of such Securities that are Bearer Securities of the series, if any, shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n12) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined502;
(o13) if other than Dollarssuch 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 Foreign Currency coin or currency, including composite currencies, in which payment of the principal ofof (and premium, any premium or interest on or any if any) and interest, if any, on, and Additional Amounts with in respect to any of such Securities shall be payable;
(p14) if the principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect 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 otherwisethereof, in Dollars a coin or in a Foreign Currency currency, including composite currencies, other than that in which such the 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;
(q15) whether if the amount of payments of principal of (and premium, if any) or interest, if any, on, and Additional Amounts in respect 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 (based on a coin or currency other than that in which indexthe Securities are stated to be payable, 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 determined and paid or payabledetermined;
(r16) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) relating to if 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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 SecuritySecurity of such series) 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;
(w) 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; and
(x17) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture), the terms and provisions of the related Series Authorization shall control. All Securities of any one series and all Coupons, if any, the coupons appertaining to Bearer Securities of such series series, if any, 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 rates of interest, if any, and Stated 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 such Board Resolution and set forth in the such Officers’ ' Certificate or in any such 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 Officers’ Certificate or supplemental indenture 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 indenturehereto. All Securities of any one series need not be issued at the same time andtime, 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 Securitiesseries. If any of the terms of the Securities of any series shall be are established by action taken by or pursuant to a Board Resolution, the 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.
Appears in 2 contracts
Samples: Annual Report, Supplemental Indenture (Merrill Lynch & 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and Guarantor’s Board Resolutions, and set forth in an Officers’ Certificate and one or more Guarantor’s Officers’ Certificates, or established in one or more indentures supplemental hereto, prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of the Securities of such Securities and the series in which such Securities shall be includedseries;
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13, Thirteen or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company Shares or exchange for other securities or property pursuant to its terms), or pursuant and if such series may not be reopened from time to or as contemplated by time for the terms issuance of additional Securities of such Securities)series;
(c3) 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;
(d4) 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 definitive 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 3.05Xxxxxxx 000, and (iiixxx) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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 is payable;
(h) 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 begin to 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 on a cash basis 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;
(i9) if in addition to or other than the Borough place where the Corporate Trust Office of Manhattan, The City of New Yorkthe Trustee may from time to time be located, the place or places where the principal of, any premium premium, if any, and interest on or any interest, if any, on, and Additional Amounts Amounts, if any, with respect to 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000thereof, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for Common Shares or other securitiessecurities or property, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) whether if 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 securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in method by which such amounts shall be determined and paid or payable;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or any Guarantors with respect to any of such Securities, Securities or the related Guarantees (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein), and, if any additional covenants not contained in this Indenture as of its date shall be applicable with respect to such Securities, whether Section 1006 shall be applicable with respect to any such additional covenants;
(s19) whether either if any one or both more of Section 4.02(b401 relating to satisfaction and discharge, Section 402(2) relating to defeasance or Section 4.02(c402(3) relating to covenant defeasance shall not be applicable to the Securities of such series, or and any covenants in addition to or other than those covenants, if any, specified in Section 4.02(c402(3) relating to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities of such series are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company’s obligation to repurchase or repay such Securities will not be subject to satisfaction and discharge pursuant to Section 401 or to defeasance pursuant to Section 402, and, if the Holders of such Securities have the right to convert or exchange such Securities into Common Shares or other securities or property, if the right to effect such conversion or exchange will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article 4 Four in respect of the Securities of such series;
(t20) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v21) 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;
(w22) whether and under what circumstances the Company or any Guarantor of such Securities will pay Additional Amounts on such Securities or its Guarantee of such Securities, as the case may be, to any Holder who is a United States Alien in respect of specified taxes, assessments or other government charges and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(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) the Person to whom any interest on any Registered Security of such series shall be payable, if other than the Person in whose name the Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture;
(25) the names of the Guarantors of the Securities of such 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 Sixteen or any other provisions of this Indenture in connection with the Guarantees of the Securities of such series;
(26) 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, any deletions from, or modifications or additions to, the provisions of Article Seventeen hereof or any other provisions of this Indenture in connection therewith or in connection with any other instrument or agreement entered into in connection therewith; and
(x27) any other terms of such Securities and the Guarantees of such Securities (whether or not such other terms are consistent or inconsistent with any other terms of this Indenture) and any deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms Securities or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall controlGuarantees. 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 thereoninterest, 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 Officers’ 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 or (if acceptable to the Trustee) oral order of persons designated in the Board Resolution, Officers’ Certificate or supplemental indenture indenture, as the case may be, pertaining to such series of Securities (telephonic instructions to be promptly confirmed in writing by such person) and that such persons are authorized to determine, consistent with such Board Resolution, Officers’ Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Board Resolution, Officers’ Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company as contemplated by this Section 301, a series may be reopened from time to time without the consent of any Holders for issuances of additional Securities of such series or to establish additional terms of such series of Securitiesseries. If any of the terms of the Securities of any series or any Guarantee of the Securities of any series shall be established by action taken by or pursuant to a one or more Board ResolutionResolutions or Guarantor’s Board Resolutions, the such Board Resolution Resolutions and Guarantor’s Board Resolutions shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate and the Guarantor’s Officers’ Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Indenture (KKR Financial Holdings IV, LLC), Indenture (KKR Financial Holdings IV, LLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which that may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a Board Resolution, and set forth, or determined in the related Series Authorizationmanner provided, in an Officers’ Certificate of Energy Transfer Partners, L.L.C. or in a Partnership Order, or established in one or more indentures supplemental hereto, prior to the followingissuance of Debt Securities of any series:
(a1) the title of such the Debt Securities and of the series in (which such shall distinguish the Debt Securities shall be includedof the series from the Debt Securities of all other series);
(b2) any if there is to be a limit, the limit upon the aggregate principal amount of the Debt Securities of such title or the Securities of such series which that 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 such the series pursuant to Section 3.042.08, 2.09, 2.12, 2.17, 3.07 or 9.05 and except for any Debt Securities which, pursuant to Section 3.052.04 or 2.17, Section 3.06are deemed never to have been authenticated and delivered hereunder); provided, Section 9.05 or Section 11.07however, upon repayment that unless otherwise provided in part the terms of any Registered Security the series, the authorized aggregate principal amount of such series may be increased before or after the issuance of any Debt Securities of the series by a Board Resolution (or action pursuant to Article 13, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant a Board Resolution) to its terms, or pursuant to or as contemplated by the terms of such Securities)effect;
(c3) if such whether any Debt Securities of the series are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer Securities and Registered Securities, initially in temporary global form and whether the Bearer any Debt 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;
(d) if any of such Securities series are to be issuable in permanent global form, when any of such as Global Securities are to be issuable in global form and (i) whether such Securities are to be issued in temporary or permanent global form or bothotherwise, (ii) and, if so, whether beneficial owners of interests in any such global Global Security may exchange such interests for definitive Debt Securities of the same such series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified provided in Section 3.052.17, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e) if any of such Securities are to be issuable as Bearer Securities or in global form, the date as of which any such Bearer initial Depositary and Security or global Security shall be dated (if other than the date of original issuance of the first of such Securities to be issued);
(f) 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 exchangeCustodian, if any, for any Global Security or Securities of such temporary Bearer Security for definitive Securities shall be paid to any clearing organization with respect to series;
(4) the portion of such temporary Bearer Security held for its account and, manner 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 a temporary Global Security on any Interest Payment DateDate will be paid if other than in the manner provided in Section 2.14;
(g5) 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 and premium (if any) on the Debt Securities of the series is payablepayable or the method of determination thereof;
(h6) the rate or rates rates, or the method of determination thereof, at which such the Debt Securities of the series shall bear interest, if any, or the method or methods, if any, by which under what circumstances Additional Amounts with respect to such rate or rates are to Debt Securities shall be determinedpayable, the date or dates, if any, dates from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determinedaccrue, the Interest Payment Dates, if any, Dates on which such interest shall be payable on a cash basis and the Regular Record Date, if any, record date for the interest payable on Registered any Debt Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts or if other than provided herein, the Person to whom any interest on such Debt Securities or any of them the series 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;
(i7) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where where, subject to the provisions of Section 4.02, the principal of, any premium (if any) and interest on or and any Additional Amounts with respect to such the Debt 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 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;
(j) whether any of such Securities are to be redeemable at the option of the Company and, if so, the date or dates on which, 8) the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the other terms and conditions upon which such Debt Securities of the series may be redeemed, in whole or in part, at the option of the CompanyPartnership, if the Partnership is to have that option, and the manner in which the Partnership must exercise any such option, if different from those set forth herein;
(k9) whether Debt Securities of the Company is obligated series are entitled to redeem the benefits of any Guarantee of any Subsidiary Guarantor pursuant to this Indenture;
(10) the obligation, if any, of the Partnership to redeem, purchase or purchase any repay Debt Securities of such Securities the series pursuant to any sinking fund or analogous provision provisions or at the option of any a Holder thereof and, if so, the date or dates on which, and the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the other terms and conditions upon which such Debt Securities of the series shall be redeemed redeemed, purchased or purchased, repaid in whole or in part, part pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l11) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denominations denomination in which any Debt Securities of such Securities that are Bearer Securities series shall be issuable issuable;
(12) if other than Dollars, the denomination currency or currencies (including composite currencies) or the form, including equity securities, other debt securities (including Debt Securities), warrants or any other securities or property of $5,000;
the Partnership, any Subsidiary Guarantor or any other Person, in which payment of the principal of, premium (mif any) whether and interest on and any Additional Amounts with respect to the Debt Securities of the series will shall be convertible into shares of Common Stock payable;
(13) if the principal of, premium (if any) or interest on or any Additional Amounts with respect to the Debt Securities of the Company and/or exchangeable for series are to be payable, at the election of the Partnership or a Holder thereof, in a currency or currencies (including composite currencies) other securitiesthan that in which the Debt Securities are stated to be payable, whether the currency or not issued by currencies (including composite currencies) in which payment of the Companyprincipal of, andpremium (if any) and interest on and any Additional Amounts with respect to Debt Securities of such series as to which such election is made shall be payable, if so, and the periods within which and the terms and conditions upon which such Securities will election is to 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 thereofmade;
(n14) if the amount of payments of principal of, premium (if any) and interest on and any Additional Amounts with respect to the Debt Securities of the series may be determined with reference to any commodities, currencies or indices, values, rates or prices or any other index or formula, the manner in which such amounts shall be determined;
(15) if other than the entire principal face amount thereof, the portion of the par or stated face principal amount of any Debt Securities of such Securities 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 is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined6.02;
(o16) if other than Dollars, the Foreign Currency in which payment any additional means of the principal of, satisfaction and discharge of this Indenture and any premium additional conditions or interest on or any Additional Amounts limitations to discharge with respect to Debt Securities of the series and the related Guarantees pursuant to Article VIII or any modifications of or deletions from such Securities shall be payableconditions or limitations;
(p) 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;
(q) 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 securities, 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;
(r17) any deletions from, or modifications of or additions to the Events of Default set forth in Section 6.01 or covenants of the Company with respect to Partnership or any of such Securities, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants Subsidiary Guarantor set forth herein;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable in Article IV pertaining to the Debt Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(t18) any restrictions or other provisions with respect to the form transfer or forms exchange of Debt Securities of the series, which may amend, supplement, modify or supersede those contained in this Article II;
(19) if the Debt Securities Guarantee Agreementof the series are to be convertible into or exchangeable for capital stock, if different from other debt securities or any other securities or property of the Partnership, any Subsidiary Guarantor or any other Person, at the option of the Partnership or the Holder or upon the occurrence of any condition or event, the terms and conditions for such conversion or exchange;
(20) whether the Debt Securities Agreement contemplated hereby and defined herein;
(u) whether any of such Securities the series are to be issuable upon entitled to the exercise benefit of warrants, Section 4.03(b) (and the time, manner and place for such Securities to be authenticated and delivered;
(v) 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;
(w) 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 accordingly constitute Rule 144A Securities); and
(x21) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any the series (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to shall not be prohibited by the provisions of the related Series Authorizationthis Indenture), the terms and provisions of the related Series Authorization shall control. All Debt 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 referred to above and (subject to Section 2.03) set forth forth, or determined in the manner provided, in the Officers’ Certificate or Partnership Order referred to above or in any such 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securitieshereto. If any of the terms of the Securities of any series shall be are established by action taken by or pursuant to a Board Resolution, the a copy of an appropriate record of such action, together with such Board Resolution Resolution, shall be set forth in an Officers’ Certificate or certified by the Secretary or an Assistant Secretary of Energy Transfer Partners, L.L.C. and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or Partnership Order setting forth the terms of such the series.
Appears in 2 contracts
Samples: Indenture (Energy Transfer Partners, L.P.), Indenture (Energy Transfer Partners, L.P.)
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. 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 set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 or transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13Thirteen, upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.05305, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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, the extent to which, or the manner in which, any interest payment or Additional Amounts on a global Security on an Interest Payment Date, Date will be paid and the manner in which any principal of or premium, if any, on any global Security will be paid;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) 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;
(s19) whether the specific covenants which shall be subject to covenant defeasance under Section 402(3) or if either or both of Section 4.02(b402(2) relating to defeasance or Section 4.02(c402(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 4.02(c) 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 4 Four in respect of the Securities of such series;
(t20) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v21) 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;
(w22) 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) if such series of Securities may not be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities; and
(x24) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 Officers’ ' 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 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 providedprovided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Indenture (Quality Food Centers Inc), Indenture (Quality Food Centers 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, 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 XII or the applicable Board Resolution, Officer’s Certificate or indentures supplemental hereto referred to below and relating to such Securities, to all Senior Indebtedness of the Company. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a Board Resolution and (subject to Section 2.3) set forth or determined as provided in an Officer’s Certificate, or established in one or more indentures supplemental hereto (with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and with such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the related Series Authorizationrules of any securities exchange or as may, consistently herewith, be determined by the followingOfficer executing such Securities, as evidenced by his or her execution of such Securities), prior to the issuance of Securities of any series:
(a1) the title of such the Securities and of the series in (which shall distinguish the Securities of the series from all other Securities);
(2) [Reserved];
(3) if the Securities are to be convertible into or exchangeable for any securities or property of any Person (including the Company), the terms and conditions upon which such Securities shall will be includedso convertible or exchangeable, and any additions or changes to this Indenture, if any, to permit or facilitate such conversion or exchange;
(b4) 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 such the series pursuant to Section 3.042.4, Section 3.052.5, Section 3.062.6, Section 9.05 3.7 or Section 11.0710.6 and except for any Securities which, upon repayment in part of any Registered Security of such series pursuant to Article 13Section 2.3, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant are deemed never to its terms, or pursuant to or as contemplated by the terms of such Securitieshave been authenticated and delivered hereunder);
(c5) if such Securities are the Person 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 whom any restrictions applicable to the offer, sale or delivery interest on a Security of the Bearer Securities and the terms, if any, upon which Bearer Securities may series shall be exchanged for Registered Securities and vice versa;
(d) 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 definitive 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 occurpayable, if other than (i) 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 or (ii) in the manner specified case of interest payable on the Stated Maturity of such Security or on any Redemption Date (in Section 3.05each case, and (iii) whether or not an Interest Payment Date), the name Person to whom principal of the Depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity is payable;
(e) 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);
(f) 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;
(g6) the date or dates, or dates on which the principal of the Securities of the series is payable and/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;
(h7) the rate or rates (or method for establishing the rate or rates) at which such the 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, if any, dates from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determinedaccrue, the Interest Payment Dates, if any, Dates on which such interest shall be payable on a cash basis and the Regular Record Date, if any, Date for the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on Date (or method for establishing such Securities date 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 monthsdates);
(i) if in addition to or other than the Borough of Manhattan, The City of New York, 8) the place or places where the principal of, any premium of (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, 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, ) and interest on any global Security will Securities of the series shall be paidpayable;
(j9) 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 of the series may be redeemed, in whole or in part, at the option of the Company;
(k10) whether the obligation, if any, of the Company is obligated to redeem or purchase any Securities of such Securities the series pursuant to any sinking fund or analogous provision provisions or at the option of any a Holder thereof and, if so, the date or dates on which, and the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities of the series 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;
(l11) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 25 and any integral multiples of $1,000multiple 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;
(m) whether the Securities of the series will shall be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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 thereofissuable;
(n12) if other than the full principal face amount thereof, the portion of the par or stated face principal amount of any Securities of such Securities that the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 7.2 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o13) if other than Dollarsthe currency of the United States of America, the Foreign Currency currency or currencies (including composite currencies) in which payment of the principal ofof (and premium, any premium or if any) and/or interest on or any Additional Amounts with respect to any the Securities of such Securities the series shall be payablepayable 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;
(p14) if the principal ofof (and premium, any premium or if any) and/or interest on or any Additional Amounts with respect to any the Securities of such Securities the series are to be payable, at the election of the Company or a Holder thereof or otherwiseany Holder, in Dollars a currency or in a Foreign Currency currencies (including composite currencies) other than that in which such the 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;
(q15) whether if the amount amounts of payments of principal ofof (and premium, any premium or if any) and/or interest on or any Additional Amounts with respect to such the Securities of the series 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 securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts shall be determined determined;
(16) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 11.3 or Section 11.4 or both such Sections and, if other than by Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
(17) whether the Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depository for such Global Security or Global Securities;
(18) any additional or different events of default that apply to Securities of the series, and paid any change in the right of the Trustee or the Holders of such Securities to declare the principal thereof due and payable;
(r19) any deletions fromadditional or different covenants that apply to Securities of the series;
(20) the form of the Securities of the series;
(21) the right, modifications of or additions to the Events of Default or covenants if any, of the Company with respect to any defer interest payments or to extend the interest payment period of such series of Securities, whether including the maximum duration of any such deferral or not deferrals or any such Events extension or extensions, the Additional Interest, if any, payable on such Securities during any deferral or extension of Default the interest payment period and any notice (which shall include notice to the Trustee) that must be given upon the exercise of such right to defer interest payments or covenants are consistent with the Events of Default or covenants set forth herein;to extend interest payment periods; and
(s22) whether either or both any other terms of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) relating to the Securities of such series (which terms shall be subject to covenant defeasance, and any deletions from, or modifications or additions to, not contradict the provisions of Article 4 in respect the Trust Indenture Act, but may modify, amend, supplement or delete any of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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 this Indenture with respect to such Securities; andseries).
(xc) The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other terms of manner, all as determined by the Officer executing such Securities and any other deletions from Securities, as evidenced by his or modifications or additions to this Indenture in respect her execution of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture .
(regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. d) 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 thereunderinterest rates, denomination and the rate of method for determining interest thereonrates, or method of determining the rate of interestInterest Payment Dates, if anyRegular Record Dates, redemption terms, Stated Maturity, and the denomination, date from which interestof authentication, if anycurrency, shall accrue any index for determining amounts payable, and except as may otherwise be provided by the Company in or pursuant to the such Board Resolution and set forth or determined as provided in the Officers’ such 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. hereto.
(e) If any of the terms of the Securities of any series shall be are established by action taken by or pursuant to a Board Resolution, the Board Resolution a copy of an appropriate record of such action shall be certified by an Officer 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. With respect to Securities of a series constituting a medium term note program, such Board Resolution may provide general terms or parameters for Securities of such series and may provide that the specific terms of particular Securities of such series, and the Persons authorized to determine such terms or parameters, may be determined in accordance with or pursuant to the Company Order referred to in Section 2.3.
Appears in 2 contracts
Samples: Junior Subordinated Notes Indenture (Affiliated Managers Group, Inc.), Junior Subordinated Notes Indenture (Affiliated Managers 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer's Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock other securities of the Company or exchange for other securities of the Guarantors or another issuer pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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 shall be 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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 or the Guarantors 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than in denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock other securities of the Company and/or exchangeable for other securitiessecurities of the Guarantors or another issuer, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or the Guarantors 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;
(s19) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u20) 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;
(v21) 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;
(w22) 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; and
(x23) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Officer's Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Officer's Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ 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 reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer's Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Indenture (Performance Materials I Inc), Indenture (FCC Acquisitions 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer's Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock other securities of the Company or exchange for other securities of another issuer pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock other securities of the Company and/or exchangeable for other securitiessecurities of another issuer, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) 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;
(s19) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u20) 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;
(v21) 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;
(w22) 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; and
(x23) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Officer's Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Officer's Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ 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 reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer's Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Indenture (Safeco Corp), Indenture (Mgic Investment 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer’s Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series series, including CUSIP numbers in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.6 or Section 11.0711.7, upon repayment in part of any Registered Security of such series pursuant to Article 13, 13 or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities securities, cash or other property pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities and except for any Securities, which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(c) 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;
(d3) 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 Global Security may exchange such interests for definitive 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 3.053.5, and (iii) the name of the Depository Depositary or the U.S. DepositoryDepositary, as the case may be, with respect to any such global Global Security;
(e4) 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 Global Security shall be dated (if other than the date of original issuance of the first of such Securities to be issued);
(f) 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;
(g5) the date or dates, or the method or methods, if any, by which for determining such date or dates shall be determineddates, on which the principal of such Securities is will be payable;
(h6) 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 on a cash basis 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;
(i7) 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, the extent to which, or the manner in which, any interest payment or Additional Amounts on a global 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 Global Security will be paid;
(j) 8) 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;
(k9) whether 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;
(l10) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and integral multiples any multiple of $1,000, and the denominations 1,000 in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000excess thereof;
(m11) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether cash or not issued by other property of the CompanyCompany or of any other Person, and, 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;
(n12) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o13) 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;
(p14) 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;
(q15) 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 formula, financial or economic measure or other method or methods (which index, formula formula, measure 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 determined and paid or be payable;
(r16) 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;
(s17) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(3) relating to covenant defeasance shall not be applicable to the Securities of such series, or and any covenants in addition to those specified in Section 4.02(c) relating to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities of such series are subject to repurchase or repayment at the option of the Holders thereof, whether the Company’s obligation to repurchase or repay such Securities will be subject to defeasance or covenant defeasance, and any deletions from, or modifications or additions to, the provisions of Article 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u18) 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;
(v) 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;
(w19) if there is more than one TrusteeTrustee or a Trustee other than U.S. Bank National Association, 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;
(20) whether the Securities are senior or subordinated debt securities, and if subordinated debt securities, the terms of such subordination;
(21) whether the Securities of the series will be guaranteed by any Persons and, if so, the identity of such 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 and may be released;
(22) 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 and may be released; and
(x23) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 of such series shall be authenticated and delivered by the Trustee on original issue from time to time in accordance with such procedures as are acceptable to the Trustee (including authentication and delivery by the Trustee on original issue from time to time upon telephonic or written order of persons designated in the Officers’ Officer’s 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’ Officer’s Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ Officer’s Certificate or supplemental indenture). All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Indenture (JMP Group LLC), Indenture (JMP Group LLC)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, interest may be paid (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register, or (ii) with respect to any Holder owning Securities in the principal amount of $500,000 or more, by wire transfer to an account maintained by the Holder located in the United States, as specified in a written notice to the Trustee, received prior to the relevant Regular Record Date, by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Securities may be issued from time to time in one or more series. With All Securities of each series shall in all respects be equally and ratably entitled to the benefits hereof with respect to any such series without preference, priority or distinction on account of the actual time of the authentication and delivery or Stated Maturity of the Securities to be authenticated and delivered hereunder, there of such series. There shall be established in or pursuant to Board Resolutions of the related Series AuthorizationCompany, or established in one or more indentures supplemental hereto, prior to the followingissuance of Securities of any series:
(a) the title of such the Securities and of the series in (which such shall distinguish the Securities shall be includedof the series from Securities of any other series);
(b) 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 such the series pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.05 or Section 11.07, upon repayment in part the provisions of any Registered Security of such series pursuant to Article 13, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securitiesthis Indenture);
(c) if such Securities are the Person 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 whom any restrictions applicable to the offer, sale or delivery interest on a Security of the Bearer Securities and the termsseries shall be payable, if any, upon which Bearer Securities may be exchanged other than the Person in whose name that Security is registered at the close of business on the Regular Record Date for Registered Securities and vice versasuch interest;
(d) if any the date or dates on which the principal 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 definitive the 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Securityis payable;
(e) 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);
(f) 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;
(g) 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;
(h) the rate or rates (which may be fixed or variable) at which such the Securities of the series shall bear interest, if any, interest or the method or methods, if any, by which such rate or rates are to be determined, the date or dates, if any, dates from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determinedaccrue, the Interest Payment Dates, if any, Dates on which any such interest shall be payable on a cash basis any Securities and the Regular Record Date, if any, Date for the any 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;
(if) the place or places, if any, in addition to or other than instead of the Borough Corporate Trust Office of Manhattanthe Trustee, The City of New York, the place or places where the principal of, of and any premium and interest on or any Additional Amounts with respect to such the Securities of the series shall be payable, any the Securities of such Securities that are Registered Securities the series may be surrendered for registration of transfer or exchangetransfer, any the Securities of such Securities the series may be surrendered for conversion or exchange exchange, and notices or and demands to or upon the Company in respect relating to the Securities of such Securities the series 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;
(jg) 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 of the series may be redeemed, in whole or in part, at the option of the Company;
(kh) whether the obligation, if any, of the Company is obligated to redeem or purchase any Securities of such Securities the series pursuant to any sinking fund, purchase fund or analogous provision obligation or at the option of any a Holder thereof and, if so, the date or dates on which, and the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities of the series 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;
(li) the denominations currency, currencies or currency unit or units in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) if other than Dollars, the Foreign Currency denominated and in which payment of the principal of, 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;
(j) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined by reference to an index, formula or any Additional Amounts with respect to any of other method, the manner in which such Securities amounts shall be payabledetermined;
(pk) if the principal of, of or any premium or interest on or any Additional Amounts with respect to any Securities of such Securities the series are to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars one or in a Foreign Currency more currencies or currency units other than that or those in which such the Securities are stated to be payable, the date currency, currencies or dates currency units in which payment of the principal of and any premium and interest on whichSecurities of such series as to which such election is made shall be payable, and the period or periods within which, and the other terms and conditions upon which, such election may is to be made, made and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be amount so 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;
(q) 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 securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts amount shall be determined and paid or payabledetermined;
(rl) any deletions fromif other than the principal amount thereof, modifications of or additions to the Events of Default or covenants portion of the Company with respect principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant 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 hereinSection 4.2;
(sm) whether if the principal amount payable at the Stated Maturity of Securities of the series is not determinable upon original issuance thereof or as of any date prior to Stated Maturity, the amount which shall be deemed to be the principal amount as of any such date for any other purpose hereunder, including the principal amount which shall be due and payable upon any maturity other than at the Stated Maturity or which shall be deemed to be Outstanding as of any date (or, in any such case, the manner in which such principal amount shall be determined);
(n) if applicable, that the Securities of the series shall be subject to either or both of Section 4.02(b) relating to legal defeasance or Section 4.02(c) relating covenant defeasance as provided in Article XI and the addition of additional covenants that may be subject to covenant defeasance thereunder; provided that no series of Securities that is convertible into or exchangeable for any other securities shall not be subject to legal defeasance pursuant to Section 11.1;
(o) the terms and conditions, if any, pursuant to which the Securities are convertible into or exchangeable at the option of the Holders thereof or the Company, for or into new Securities of a different series or other securities or other property, including shares of Capital Stock of the Company or any Subsidiaries of the Company or securities directly or indirectly convertible into or exchangeable for such shares;
(p) any covenants in addition to those set forth in Article IX to which the Company may be subject with respect to Securities of the series or any other additions, deletions or changes to the provisions of Article IX or any definitions relating to such Article that shall be applicable to the Securities of such the series, or including a provision making any covenants in addition to those specified in Section 4.02(c) relating of such Article inapplicable to the Securities of such the series;
(q) any other trustees, authenticating or paying agents, transfer agents or registrars;
(r) the terms, if any, of the transfer, mortgage, pledge or assignment as security for the Securities of the series which shall be subject of any properties, assets or other collateral, including whether certain provisions of the TIA are applicable and any corresponding changes to covenant defeasanceprovisions of this Indenture as currently in effect;
(s) any Event of Default with respect to the Securities of the series, if not set forth herein, and any additions, deletions from, or modifications or additions to, other changes to the provisions Events of Article 4 in respect of Default set forth herein that shall be applicable to the Securities of the series (including a provision making any Event of Default set forth herein inapplicable to the Securities of that series) and any change in the right of the Trustee or the Holders to declare the principal of, and premium and interest on, such seriesSecurities due and payable;
(t) the form or forms provisions for the payment of any additional amounts, to the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined extent not set forth herein;
(u) 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;
(v) 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;
(w) 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; and
(xu) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise series, which shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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 indenturethis Indenture. All Securities of any one 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. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Indenture (Xto Energy Inc), Indenture (Xto Energy 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 equally and PARI PASSU with 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 SIXTEEN, to all Senior Indebtedness. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a Board Resolution of the related Series AuthorizationCompany and, subject to SECTION 3.03, set forth, or determined in the followingmanner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series:
(a1) the title of such the Securities and of the series in (which such shall distinguish the Securities shall be includedof the series from all other Securities);
(b2) 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 such the series pursuant to Section SECTION 3.04, Section 3.05, Section 3.06, Section 9.05 9.06 or Section 11.0711.07 and except for any Securities which, upon repayment in part of any Registered Security of such series pursuant to Article 13SECTION 3.03, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant are deemed never to its terms, or pursuant to or as contemplated by the terms of such Securitieshave been authenticated and delivered hereunder);
(c3) if such whether Securities of the series are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer both, whether any Securities and Registered Securities, and whether of the Bearer Securities series are to be issuable with Coupons, without Coupons or both, initially in temporary global form and whether any restrictions applicable to the offer, sale or delivery Securities of the Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa;
(d) if any of such Securities series are to be issuable in permanent 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 as Book Entry Securities, or permanent global form otherwise, with or bothwithout coupons and, (ii) if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for definitive Securities of the same such series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified provided in Section SECTION 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e4) if the Person to whom any interest on any Registered Security 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 series shall be dated (payable, if other than the date Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of original issuance of business on the first of Regular Record Date for such Securities to be issued);
(f) 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 eventinterest, 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;
(g) the date or datesmanner in which, or the method or methodsPerson to whom, if any, by which such date or dates shall be determined, on which the principal of such Securities is payable;
(h) 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 any 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 on a cash basis 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 Bearer Security of them the series shall be payable, if otherwise than upon presentation and surrender of the notice, if any, to Holders regarding the determination of interest on a floating rate Security coupons appertaining thereto as they severally mature 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;
(i) 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, the extent to which, or the manner in which, any interest payment or Additional Amounts payable on a temporary global Security on an Interest Payment Date, Date will be paid and if other than in the manner provided in SECTION 3.04;
(5) the date or dates on which any the principal of or (and premium, if any, on any global Security will be paidon) the Securities of the series is payable or the method of determination thereof;
(j6) whether any of such the rate or rates at which the Securities are to be redeemable at the option of the Company andseries shall bear interest, if soany, or the method by which such rate shall be determined, the date or dates from which any such interest shall accrue, the Interest Payment Dates on whichwhich any such interest shall be payable, the Regular Record Date for any interest payable on any Registered Securities on any Interest Payment Date and whether, and under what circumstances, additional amounts with respect to such Securities shall be payable as set forth in SECTION 10.04;
(7) the place or places where, subject to the provisions of SECTION 10.02, 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 registration of transfer and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;
(8) 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 and the other terms and conditions upon which such Securities of the series may be so redeemed, in whole or in part, at the option of the Company;
(k9) whether the obligation, if any, of the Company is obligated to redeem redeem, purchase, or purchase any repay Securities of such Securities the series pursuant to any mandatory redemption, sinking fund or analogous provision provisions or at the option of any a Holder thereof and, if so, the date or dates on which, and the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities of the series shall be redeemed redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l10) the denominations in which any of such Securities that are Registered Securities of the series shall be issuable issuable, if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denomination or denominations in which any of such Securities that are Bearer Securities of the series shall be issuable issuable, if other than the denomination of $5,000;
(m11) whether the currency or currencies, including composite currencies, in which payment of the principal of and any premium and interest on any Securities of the series will shall be convertible into shares of Common Stock payable if other than the currency of the Company and/or exchangeable United States and the manner of determining the equivalent thereof in the currency of the United States for other securities, whether or not issued by purposes of the Company, 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 definition of such convertible or exchangeable Securities or the administration thereof"OUTSTANDING" in SECTION 1.01;
(n12) if the amount of payments of principal of and any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(13) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any Securities of such Securities that the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determinedSECTION 5.02;
(o14) if other than Dollars, the Foreign Currency in which payment of the principal of, of and any premium or interest on or any Additional Amounts with respect to any the Securities of such Securities shall be payable;
(p) if the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities series are to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars a currency or in a Foreign Currency currencies, including composite currencies, other than that or those in which such the Securities are stated to be payable, the date currency or dates currencies in which payment of the principal of and any premium and interest on which, the period or periods within whichSecurities of such series as to which such election is made shall be payable, and the other terms periods within which 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;
(q) 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 securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts shall election is to be determined and paid or payablemade;
(r15) any deletions from, modifications of or additions to whether the Events of Default or covenants Securities of the Company series shall be issued upon original issuance in whole or in part in the form of one or more Book-Entry Securities and, in such case, (a) the Depository with respect to such Book- Entry Security or Securities and (b) the circumstances under which any such Book-Entry Security may be exchanged for Securities registered in the name of, and any transfer of such SecuritiesBook-Entry Security may be registered to, whether a Person other than such Depository or not such Events of Default or covenants are consistent with the Events of Default or covenants its nominee, if other than as set forth hereinin SECTION 3.05;
(s16) whether if either or both of Section 4.02(b) relating to defeasance the provisions of SECTION 13.02 or Section 4.02(c) relating to covenant defeasance shall not be 13.03 are applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) relating to the Securities of such series which shall be subject to covenant defeasance, and any deletions from, additional means of discharge pursuant to SECTION 13.02 or modifications or additions to, 13.03 and any additional conditions to the provisions of Article 4 in SECTION 13.02 or 13.03;
(17) any other Events of Default or covenants with respect of to the Securities of such series;
(t18) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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 subordination provisions with respect to the Securities of such Securitiesseries in addition to or in lieu of those set forth in ARTICLE SIXTEEN hereof; and
(x19) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any the series (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture except as permitted by SECTION 9.01(5), the terms and provisions of the related Series Authorization shall control). All Securities of any one series and all Coupons, if any, the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, 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 referred to above and (subject to SECTION 3.03) set forth forth, or determined in the manner provided, in the Officers’ ' Certificate referred to above or in any such 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securitieshereto. If any of the terms of the Securities of any series shall be are established by action taken by or pursuant to a Board Resolution, the 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 the series.
Appears in 2 contracts
Samples: Subordinated Indenture (Illinois Power Co), Subordinated Indenture (Illinois Power Co)
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. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a Board Resolution, or to the related Series Authorizationextent established pursuant to, rather than set forth in, such resolution, established in an Officer's Certificate, or established in one or more indentures supplemental hereto, prior to the followingissuance of Securities of any Series:
(a1) the title of such the Securities and of the series in Series (which such title shall distinguish the Securities shall be includedof the Series from all other Securities issued by the Company);
(b2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such 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 such series the Series pursuant to Section 3.042.8, Section 3.052.9, Section 3.06, Section 9.05 2.11 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities12.3);
(c3) if such whether Securities of the Series are to be issuable as Registered Securities, as Bearer Unregistered Securities or alternatively as Bearer Securities and Registered Securitiesboth, whether the securities of such Series are to be uncertificated and whether any Securities of the Bearer Securities Series are to be issuable with Coupons, without Coupons or both, initially in temporary global form and whether any restrictions applicable to the offer, sale or delivery Securities of the Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa;
(d) if any of such Securities Series 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 with or bothwithout coupons and, if so, (iii) whether beneficial owners of interests interest in any such permanent global Security may exchange such interests interest for definitive Securities of the same series such Series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified provided in Section 3.05, 2.8 and (iiiii) the name of the Depository or the U.S. Depository, as the case may be, depositary with respect to any such global Security;
(e4) if the Person to whom any interest in any Registered Security 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 Series shall be dated (payable, if other than the Person in whose name the Security (or one or more predecessor Securities) is registered at the close of business on the record date of original issuance of the first of for such Securities to be issued);
(f) 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 eventinterest, 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;
(g) the date or datesmanner in which, or the method or methodsPerson to whom, if any, by which such date or dates shall be determined, on which the principal of such Securities is payable;
(h) 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 any 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 on a cash basis 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 Unregistered Security of them the Series shall be payable, if otherwise than upon presentation and surrender of the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving such noticeCoupons appertaining thereto as they severally mature, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(i) 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, the extent to which, or the manner in which, any interest payment or Additional Amounts payable on a temporary global Security on an Interest Payment Date, interest payment date will be paid and if other than in the manner provided in Section 2.11;
(5) the date or dates on which any the principal of the Securities of the Series is payable;
(6) the rate or premiumrates (or formula for determining such 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 any global Security will which such interest shall be paidpayable and the record dates for the determination of Holders to whom interest is payable;
(j7) whether any the interest rate or interest rate formula, as the case may be, for Securities of such Securities are to the Series may be redeemable reset at the option of the Company and, if so, the date or dates on which such interest rate or interest rate formula, as the case may be, may be reset;
(8) the place or places where the principal and interest on Securities of the Series shall be payable (if other than as provided in Section 3.2), 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;
(9) the price or prices at which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities of the Series may be redeemedredeemed or repurchased, in whole or in part, at the option of the CompanyCompany or repaid at the option of the Holders;
(k10) whether the obligation, if any, of the Company is obligated to redeem redeem, purchase or purchase any repay Securities of such Securities the Series pursuant to any sinking fund or analogous provision provisions or at the option of any a Holder thereof and, if so, the date or dates on which, the period or periods within which, and the price or prices at which and the other period or periods within which and the terms and conditions upon which such Securities of the Series shall be redeemed redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l11) the denominations in which any of such Securities that are Registered Securities shall of the Series may be issuable issued, if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denomination or denominations in which any Unregistered Securities of such Securities that are Bearer Securities shall the Series may be issuable issued, if other than the denomination of $5,000;
(m12) whether the form of the Securities (or forms thereof if Unregistered 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 certificates which may be required hereunder or which the Company may require in connection with the offering, sale, delivery or exchange of Unregistered Securities;
(13) the currencies or currencies, including composite currencies, in which payments of interest or principal are payable with respect to the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) Series if other than the principal face amount thereof, the portion currency of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determinedUnited States;
(o14) 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;
(p) 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;
(q) whether the amount of payments of principal of, any premium of or interest on or the Securities of any Additional Amounts with respect to such Securities Series may be determined with reference to an indexthe differences in the price of or rate of exchange between any indexes, formula currencies or other 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 determined and paid or payabledetermined;
(r15) any deletions fromif other than the principal amount thereof, modifications of or additions to the Events of Default or covenants portion of the Company with respect principal amount of Securities of the Series which shall be payable upon acceleration of the maturity thereof pursuant to any of such Securities, whether Section 5.1 or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth hereinprovable in bankruptcy pursuant to Section 5.2;
(s16) whether either Securities of the Series are issuable in Tranches;
(17) any additional events of default or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable restrictive covenants with respect to the Securities of such seriesSeries which are not set forth herein, and whether any such additional events of default or restrictive covenants are subject to defeasance in accordance with Section 3.8;
(18) any other terms or conditions upon which the Securities of the Series are to be issued (which terms shall not be inconsistent with the provisions of this Indenture); and
(19) any trustees, authenticating or paying agents, transfer agents or registrars or any covenants in addition to those specified in Section 4.02(c) relating other agents with respect 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall controlSeries. All Securities of any one series and all Coupons, if any, appertaining to Bearer Securities of such series Series shall be substantially identical except as to Currency of payments due thereunderdenomination, denomination and except as provided in the rate of interest thereonimmediately succeeding paragraph, 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 such Board Resolution and set forth in the Officers’ or Officer's Certificate or in any such 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 Officers’ Certificate or supplemental indenture 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 indenturehereto. All Securities of any one series Series need not be issued at the same time andtime, and unless otherwise so provided, a series Series may be reopened for issuances of additional Securities of such series Series. Each Series may be issued in one or to establish additional terms more Tranches. Except as provided in the foregoing paragraph, all Securities of such series of Securities. If any a Tranche shall have the same terms, including issue date, except that Securities of the terms same Tranche may be issued in different denominations of the Securities of any series shall be established by action taken by same currency or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such seriescomposite currency.
Appears in 2 contracts
Samples: Indenture (Enhance Financial Services Group Inc), Indenture (Enhance Financial Services 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officers' Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title and series of such Securities, which may include medium-term notes;
(2) the total principal amount of the series of such Securities and the series in which such Securities whether there shall be included;
(b) any limit upon the aggregate principal amount of the such Securities of such title or the Securities of such series which that 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities11.7);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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 and premium, if any, on the Securities is shall be payable;
(h) 8) the Person to whom any interest on a Security shall be payable, if other than the Person in whose name that Security is registered at the close of business on the Regular Record Date for such interest; the rate or rates at which such Securities shall bear interest, if any, which rate may be zero in the case of certain Securities issued at an issue price representing a discount from the principal amount payable at Maturity, or the method or methods, if any, by which such rate or rates are to will be determineddetermined (including, if applicable, any remarketing option or similar method), and the date or datesdates from which such interest, if any, from which such interest shall will accrue or the method or methods, if any, by which such date or dates are to will be determined, the Interest Payment Dates, if any, on which such interest shall be payable on a cash basis 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 360-360 day year of twelve 30-day months;
(i9) the date or dates on which interest, if any, on such Securities shall be payable and any Regular Record Dates applicable to the date or dates on which interest will be so payable;
(10) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of, of or any premium and or interest on or any Additional Amounts with respect to such Securities shall be payable, where any of such Securities that are Registered Securities issued in registered form may be surrendered for registration of of, transfer or exchange, and where any of such Securities may be surrendered for conversion or exchange and notices or of demands to or upon the Company 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;
(j11) whether any of if such Securities are to be redeemable at the option of the Company and, if soCompany's option, 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 Company's option of the Companypursuant to any sinking fund or otherwise;
(k12) provisions specifying whether the Company is shall be obligated to redeem redeem, purchase or purchase repay any of such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder thereof of such Securities 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 redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l13) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and any integral multiple thereof, the denominations in which any of such Securities that are Bearer Securities shall to be issued in registered form will be issuable and, if other than the a denomination of $5,000, the denominations in which any Securities to be issued in bearer form will be issuable;
(m14) provisions specifying whether the Securities of the series will be convertible into shares of Common Stock other securities of the Company and/or exchangeable for Securities of the Company or other securities, whether or not issued by the Company, obligors and, if so, the terms and conditions upon which such Securities will shall 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;
(n15) if other than the principal face amount thereofamount, the portion of the par principal amount (or stated face amount of any the method by which such portion will be determined) of such Securities that shall will be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case terms of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determinedthis Indenture;
(o16) if other than Dollars, the Currency of payment, including composite Currencies and Foreign Currency in which payment Currencies, of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payableSecurities;
(p17) if other than as provided in Section 4.2, the manner in which the Securities of the series are to be defeased;
(18) provisions specifying whether the principal of, or any premium or interest on or any Additional Amounts with respect to any of such Securities are to shall be payable, at the election of the Company or a Holder thereof or otherwiseof Securities, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be payable, payable and 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 Currencyrate;
(q19) whether any index, formula or other method used to determine the amount of payments of principal of, or any premium or interest on or any Additional Amounts with respect to such Securities;
(20) provisions specifying whether such Securities may are to 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 issued in the form of one or more Currencies, commodities, equity securities, equity indices or other indices), global Securities and, if so, the terms and conditions upon which and identity of the manner in which Depositary for such amounts shall be determined and paid global Security or payableSecurities;
(r21) any deletions from, modifications of or additions to the Events of Default or covenants of the Company that are contained herein 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;
(s22) terms specifying whether either or both of the provisions described below under Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance 4.2 shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such seriesSecurities;
(t23) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) terms specifying whether any of such Securities are to be issuable issued upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered;
(v) 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;
(w) 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; and
(x24) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ ' 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 Officers’ ' Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. The Company also may issue, and the Trustee may authenticate, Securities with the same terms as previously issued Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Indenture (Cit Group Inc), Indenture (Cit 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and Guarantor’s Board Resolutions, and set forth in an Officers’ Certificate and one or more Guarantor’s Officers’ Certificates, or established in one or more indentures supplemental hereto, prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of the Securities of such Securities and the series in which such Securities shall be includedseries;
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13, Thirteen or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company Shares or exchange for other securities or property pursuant to its terms), or pursuant and if such series may not be reopened from time to or as contemplated by time for the terms issuance of additional Securities of such Securities)series;
(c3) 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;
(d4) 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 definitive 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 3.05Xxxxxxx 000, and (iiixxx) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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 is payable;
(h) 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 begin to 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 on a cash basis 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;
(i9) if in addition to or other than the Borough place where the Corporate Trust Office of Manhattan, The City of New Yorkthe Trustee may from time to time be located, the place or places where the principal of, any premium premium, if any, and interest on or any interest, if any, on, and Additional Amounts Amounts, if any, with respect to 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000thereof, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for Common Shares or other securitiessecurities or property, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) whether if 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 securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in method by which such amounts shall be determined and paid or payable;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or any Guarantors with respect to any of such Securities, Securities or the related Guarantees (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein), and, if any additional covenants not contained in this Indenture as of its date shall be applicable with respect to such Securities, whether Section 1006 shall be applicable with respect to any such additional covenants;
(s19) whether either if any one or both more of Section 4.02(b401 relating to satisfaction and discharge, Section 402(2) relating to defeasance or Section 4.02(c402(3) relating to covenant defeasance shall not be applicable to the Securities of such series, or and any covenants in addition to or other than those covenants, if any, specified in Section 4.02(c402(3) relating to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities of such series are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company’s obligation to repurchase or repay such Securities will not be subject to satisfaction and discharge pursuant to Section 401 or to defeasance pursuant to Section 402, and, if the Holders of such Securities have the right to convert or exchange such Securities into Common Shares or other securities or property, if the right to effect such conversion or exchange will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article 4 Four in respect of the Securities of such series;
(t20) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v21) 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;
(w) 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; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.temporary
Appears in 2 contracts
Samples: Indenture (Brandwein a & Co), Indenture (Brandwein a & Co)
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. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a resolution of the related Series AuthorizationBoard of Directors or established in or pursuant to one or more indentures supplemental hereto, prior to the followingissuance of Securities of any series:
(a1) the title of such Securities and of the series in (which such shall distinguish Securities shall be includedof the series from all other Securities);
(b2) 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 such the series pursuant to Section 3.04Sections 2.08, Section 3.052.09, Section 3.062.11, Section 3.07 or 9.05 or Section 11.07, upon repayment in part of and except for any Registered Security of such series Securities which pursuant to Article 13, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant Section 2.04 are deemed not to its terms, or pursuant to or as contemplated by the terms of such Securitieshave been authenticated and delivered hereunder);
(c3) if such (A) whether Securities of the series 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 Couponscoupons, without Coupons coupons or both, and ; (B) any restrictions applicable to the offer, sale or delivery of the Bearer Securities and the terms, if any, terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa;
versa (dif permitted by applicable laws and regulations); (C) if whether any of such the Securities are to be issuable in global form, when any of such Securities the series are to be issuable in global form and and, if so, (i) whether the identity of the depositary with respect to any such Securities are to be issued in temporary or permanent global form or both, Security and (ii) whether beneficial owners of interests in any such global Security may exchange such interests for definitive Securities of the same series and of like tenor and of any authorized form and denomination, and and, if so, the circumstances under which and the manner in which any such exchanges may occur, if other than in the manner as specified in Section 3.05, and 2.08; (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(eD) if any of such the Securities of the series 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); and (E) if Securities of the series are to be issuable in definitive form (whether upon original issue, upon exchange of a temporary Security of such series, or in exchange for a beneficial ownership interest in a permanent global Security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, or if Securities of the series are initially issuable in temporary global form and if owners of beneficial interests therein may exchange such interest for an interest in a permanent global Security 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;
(f4) (A) the person to whom any interest on any Registered 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; (B) 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 (C) if any Securities of such Securities the series are to be issuable as Bearer Securities, whether the extent to which, or the manner in which, and the terms and conditions (including certification requirements) upon which, any 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, exchange of such temporary Bearer global Security for a permanent global Security or for definitive Securities shall of the series will be paid to any clearing organization with respect to the portion of such temporary Bearer global 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 persons entitled to interest payable on such Interest Payment Date, and any other requirements in addition to or in lieu of those provided herein relating to the payment of interest on or any Additional Amounts in respect of Bearer Securities;
(g5) the date or dates, dates (and whether fixed or the method or methods, if any, by which such date or dates shall be determined, extendible) on which the principal of such Securities of the series is payable;
(h6) the rate or rates at which such Securities of the series shall bear interest, if any, or the method or methodsof determining the same, if any, by which such rate or rates are to be determined, the date or dates, if any, dates from which such interest shall accrue accrue, or the method or methodsof determining the same, if any, by which such date or dates are to be determined, the Interest Payment Dates, if any, Dates on which any such interest shall be payable on a cash basis and the Regular Record Date, if any, Date for the any interest payable on any Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such Securities of the series 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 will be calculated if other than that of a 360-day year of twelve 30-day months;
(i7) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where where, subject to Section 4.01, the principal of, any premium and interest on or any Additional Amounts with payable in respect to such of Securities of the series shall be payable, any of such Securities that are Registered Securities of the series may be surrendered for registration of transfer or exchangetransfer, any Securities of such Securities the series may be surrendered for conversion or exchange and notices or and demands to or upon the Company in respect of such the Securities of the series and this Indenture may be served;
(8) any provisions relating to the issuance of Securities of such series at an original issue discount (including, without limitation, the extent to whichissue price thereof, the rate 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 rates at which any principal of or premiumsuch original issue discount shall accrue, if any, on any global Security will be paid;
(j) whether any of such Securities are to be redeemable at the option of the Company and, if so, and the date or dates on from or to which or period or periods during which such original issue discount shall accrue at such rate or rates);
(9) the price or prices at which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities of the series may be redeemedredeemed or otherwise purchased, in whole or in part, at the option of the Company, pursuant to any sinking fund or otherwise (including, without limitation, the form or method of payment thereof if other than in cash);
(k10) whether the obligation, if any, of the Company is obligated to redeem redeem, purchase or purchase any repay Securities of such Securities the series pursuant to any sinking fund or analogous provision provisions or at the option of any Holder a Securityholder thereof and, if so, the date or dates on which, the period or periods within which, and the price or prices at which and the other period or periods within which and the terms and conditions upon which such Securities of the series shall be redeemed redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligationobligation (including, and any provisions for without limitation, the remarketing form or method of such Securities so redeemed or purchasedpayment thereof if other than in cash);
(l11) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000currency or currencies, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securitiesincluding composite currencies, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) if other than Dollars, the Foreign Currency in which payment of the principal of, any premium or interest on or and any Additional Amounts with payable in respect to any of such the Securities of the series shall be payable, or in which the Securities of the series shall be denominated, if other than Dollars;
(p12) if the principal of, any premium or interest on or any Additional Amounts with payable in respect to any of such the Securities are of the series is to be payable, at the election of the Company or a Holder thereof or otherwiseSecurityholder, in Dollars a currency or in a Foreign Currency currencies, including composite currencies, other than that in which the Securities of such Securities series are denominated or stated to be payable, the date or dates on which, the period or periods within which, and the other terms and conditions upon which, which such election may be made, made and the time and manner of method for 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 amounts payable, at the election of the Company or a Holder thereof or otherwise, in a Foreign Currency;
(q13) whether if the amount of payments of principal of, any premium of or interest on or any Additional Amounts with respect to such the Securities of the series may be determined with reference to an index, formula or other method or methods (which index, formula or formula, method or methods may be based, without limitation, on one or more Currenciescurrencies, 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 determined and paid or payable;
(r14) the denominations in which any Registered Securities of the series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof, and the denominations in which Bearer Securities of the series shall be issuable if other than denominations of $5,000;
(15) 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 6.02 or provable in bankruptcy pursuant to Section 6.09, or, if applicable, which is convertible or exchangeable;
(16) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, a particular series in lieu of or any covenants in addition to those specified in Section 4.02(cset forth herein and the remedies therefor;
(17) relating the obligation, if any, of the Company to permit the conversion of Securities of such series into Company Stock and the terms and conditions upon which such conversion shall be subject effected (including, without limitation, the initial conversion price or rate, adjustments to covenant defeasancethe conversion price or rate, the conversion period and any deletions fromother provision relative to such obligation);
(18) the obligation, or modifications or additions toif any, the provisions of Article 4 in respect of the Company to permit the exchange of Securities of such seriesseries into other securities (whether or not issued by, or the obligation of, the Company) or a combination of cash, other securities and/or property, and the terms and conditions upon which such exchanges shall be effected (including, without limitation, the initial exchange price or rate, adjustments to the exchange price or rate, the exchange period and any other provision relative to such obligation);
(t19) the form or forms if any Securities of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) whether any of such Securities series are to be issuable upon the exercise of warrants, this shall be so established and (if established by resolution of the Board of Directors) so set forth, as well as the time, manner and place for such Securities to be authenticated and delivered;
(v) 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;
(w20) 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, Conversion Agent or Authenticating Exchange Agent with respect to such Securitiesthe Securities of the series; and
(x21) 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 delivery to the Holders thereof securities (whether or not issued by, or the obligation of, the Company) or a combination of cash, other securities and/or property.
(22) any other terms of such a particular series including any terms which may be required by or advisable under United States or applicable foreign laws or regulations or advisable in connection with the marketing or remarketing of Securities of that series, and any other deletions from provisions expressing or modifications or additions referring to the terms and conditions upon which the Securities of that series are to be issued under this Indenture in respect of such Securities. If any Indenture, which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or and provisions are subject to not in conflict with the provisions of this Indenture; provided, however, that the related Series Authorization)addition to or subtraction from or variation of Articles IV, V, VI and VIII (and Sections 1.01 and 1.02, insofar as they relate to the definition of certain terms and 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 the related Series Authorization shall controlthose Articles. All Securities of any one series and all Coupons, if any, the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, 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 such resolution of the Board Resolution and set forth in the Officers’ Certificate of Directors or in any such indenture or indentures supplemental hereto pertaining to such series of Securitieshereto. 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 Officers’ Certificate or supplemental indenture 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 Not all Securities of any one series need not be issued at the same time 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 Securitiesseries. If any of the terms of the Securities of any a series shall be are established by action taken by or pursuant to a Board Resolution, resolution of the Board Resolution of Directors 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 with an Officers’ ' Certificate setting forth the terms or the manner of determining the terms of the Securities of such series. With respect to 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 Securities of such series and provide either that the specific terms of particular Securities of such series shall be specified in a written order of the Company or that such terms shall be determined by the Company or its agents in accordance with a written order of the Company as contemplated by the last sentence of the fourth paragraph of Section 2.04.
Appears in 2 contracts
Samples: Indenture (Tele Communications Inc /Co/), Indenture (Tele Communications Inc /Co/)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, interest may be paid (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register, or (ii) with respect to any Holder owning Securities in the principal amount of $500,000 or more, by wire transfer to an account maintained by the Holder located in the United States, as specified in a written notice to the Trustee, received prior to the relevant Regular Record Date, by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Securities may be issued from time to time in one or more series. With All Securities of each series shall in all respects be equally and ratably entitled to the benefits hereof with respect to any such series without preference, priority or distinction on account of the actual time of the authentication and delivery or Stated Maturity of the Securities to be authenticated and delivered hereunder, there of such series. There shall be established in or pursuant to Board Resolutions of the related Series AuthorizationCompany, or established in one or more indentures supplemental hereto, prior to the followingissuance of Securities of any series:
(a) the title of such the Securities and of the series in (which such shall distinguish the Securities shall be includedof the series from Securities of any other series);
(b) 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 such the series pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.05 or Section 11.07, upon repayment in part the provisions of any Registered Security of such series pursuant to Article 13, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securitiesthis Indenture);
(c) if such Securities are the Person 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 whom any restrictions applicable to the offer, sale or delivery interest on a Security of the Bearer Securities and the termsseries shall be payable, if any, upon which Bearer Securities may be exchanged other than the Person in whose name that Security is registered at the close of business on the Regular Record Date for Registered Securities and vice versasuch interest;
(d) if any the date or dates on which the principal 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 definitive the 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Securityis payable;
(e) 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);
(f) 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;
(g) 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;
(h) the rate or rates (which may be fixed or variable) at which such the Securities of the series shall bear interest, if any, interest or the method or methods, if any, by which such rate or rates are to be determined, the date or dates, if any, dates from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determinedaccrue, the Interest Payment Dates, if any, Dates on which any such interest shall be payable on a cash basis any Securities and the Regular Record Date, if any, Date for the any 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;
(if) the place or places, if any, in addition to or other than instead of the Borough Corporate Trust Office of Manhattanthe Trustee, The City of New York, the place or places where the principal of, of and any premium and interest on or any Additional Amounts with respect to such the Securities of the series shall be payable, any the Securities of such Securities that are Registered Securities the series may be surrendered for registration of transfer or exchangetransfer, any the Securities of such Securities the series may be surrendered for conversion or exchange exchange, and notices or and demands to or upon the Company in respect relating to the Securities of such Securities the series 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;
(jg) 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 of the series may be redeemed, in whole or in part, at the option of the Company;
(kh) whether the obligation, if any, of the Company is obligated to redeem or purchase any Securities of such Securities the series pursuant to any sinking fund, purchase fund or analogous provision obligation or at the option of any a Holder thereof and, if so, the date or dates on which, and the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities of the series 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;
(li) the denominations currency, currencies or currency unit or units in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) if other than Dollars, the Foreign Currency denominated and in which payment of the principal of, 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;
(j) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined by reference to an index, formula or any Additional Amounts with respect to any of other method, the manner in which such Securities amounts shall be payabledetermined;
(pk) if the principal of, of or any premium or interest on or any Additional Amounts with respect to any Securities of such Securities are the series is to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars one or in a Foreign Currency more currencies or currency units other than that or those in which such the Securities are stated to be payable, the date currency, currencies or dates currency units in which payment of the principal of and any premium and interest on whichSecurities of such series as to which such election is made shall be payable, and the period or periods within which, and the other terms and conditions upon which, such election may is to be made, made and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be amount so 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;
(q) 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 securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts amount shall be determined and paid or payabledetermined;
(rl) any deletions fromif other than the principal amount thereof, modifications of or additions to the Events of Default or covenants portion of the Company with respect principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant 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 hereinSection 4.2;
(sm) whether if the principal amount payable at the Stated Maturity of Securities of the series is not determinable upon original issuance thereof or as of any date prior to Stated Maturity, the amount which shall be deemed to be the principal amount as of any such date for any other purpose hereunder, including the principal amount which shall be due and payable upon any maturity other than at the Stated Maturity or which shall be deemed to be Outstanding as of any date (or, in any such case, the manner in which such principal amount shall be determined);
(n) if applicable, that the Securities of the series shall be subject to either or both of Section 4.02(b) relating to legal defeasance or Section 4.02(c) relating covenant defeasance as provided in Article XI and the addition of additional covenants that may be subject to covenant defeasance thereunder; provided that no series of Securities that is convertible into or exchangeable for any other securities shall not be subject to legal defeasance pursuant to Section 11.1;
(o) the terms and conditions, if any, pursuant to which the Securities are convertible into or exchangeable at the option of the Holders thereof or the Company, for or into new Securities of a different series or other securities or other property, including shares of Capital Stock of the Company or any Subsidiaries of the Company or securities directly or indirectly convertible into or exchangeable for such shares;
(p) any covenants in addition to those set forth in Article IX to which the Company may be subject with respect to Securities of the series or any other additions, deletions or changes to the provisions of Article IX or any definitions relating to such Article that shall be applicable to the Securities of such the series, or including a provision making any covenants in addition to those specified in Section 4.02(c) relating of such Article inapplicable to the Securities of such the series;
(q) any other trustees, authenticating or paying agents, transfer agents or registrars;
(r) the terms, if any, of the transfer, mortgage, pledge or assignment as security for the Securities of the series which shall be subject of any properties, assets or other collateral, including whether certain provisions of the TIA are applicable and any corresponding changes to covenant defeasanceprovisions of this Indenture as currently in effect;
(s) any Event of Default with respect to the Securities of the series, if not set forth herein, and any additions, deletions from, or modifications or additions to, other changes to the provisions Events of Article 4 in respect of Default set forth herein that shall be applicable to the Securities of the series (including a provision making any Event of Default set forth herein inapplicable to the Securities of that series) and any change in the right of the Trustee or the Holders to declare the principal of, and premium and interest on, such seriesSecurities due and payable;
(t) the form or forms provisions for the payment of any additional amounts, to the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined extent not set forth herein;
(u) 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;
(v) 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;
(w) 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; and
(xu) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise series, which shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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 indenturethis Indenture. All Securities of any one 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. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Indenture (Xto Energy Inc), Indenture (Xto Energy 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. The Securities of each series issued and authenticated pursuant to the terms of this Indenture shall be subordinated in right of payment to all Senior Indebtedness, as provided in Article 16 of this Indenture. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officers' Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title and series of such Securities, which may include medium-term notes;
(2) the total principal amount of the series of such Securities and the series in which such Securities whether there shall be included;
(b) any limit upon the aggregate principal amount of the such Securities of such title or the Securities of such series which that 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities11.7);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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 and premium, if any, on the Securities is shall be payable;
(h) 8) the Person to whom any interest on a Security shall be payable, if other than the Person in whose name that Security is registered at the close of business on the Regular Record Date for such interest; the rate or rates at which such Securities shall bear interest, if any, which rate may be zero in the case of certain Securities issued at an issue price representing a discount from the principal amount payable at Maturity, or the method or methods, if any, by which such rate or rates are to will be determineddetermined (including, if applicable, any remarketing option or similar method), and the date or datesdates from which such interest, if any, from which such interest shall will accrue or the method or methods, if any, by which such date or dates are to will be determined, the Interest Payment Dates, if any, on which such interest shall be payable on a cash basis 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 360-360 day year of twelve 30-day months;
(i9) the date or dates on which interest, if any, on such Securities shall be payable and any Regular Record Dates applicable to the date or dates on which interest will be so payable;
(10) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of, of or any premium and or interest on or any Additional Amounts with respect to such Securities shall be payable, where any of such Securities that are Registered Securities issued in registered form may be surrendered for registration of of, transfer or exchange, and where any of such Securities may be surrendered for conversion or exchange and notices or of demands to or upon the Company 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;
(j11) whether any of if such Securities are to be redeemable at the option of the Company and, if soCompany's option, 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 Company's option of the Companypursuant to any sinking fund or otherwise;
(k12) provisions specifying whether the Company is shall be obligated to redeem redeem, purchase or purchase repay any of such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder thereof of such Securities 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 purchased or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l13) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denominations in which any of such Securities that are Bearer Securities shall to be issued in registered form will be issuable and, if other than the a denomination of $5,000, the denominations in which any Securities to be issued in bearer form will be issuable;
(m14) provisions specifying whether the Securities of the series will be convertible into shares of Common Stock other securities of the Company and/or exchangeable for Securities of the Company or other securities, whether or not issued by the Company, obligors and, if so, the terms and conditions upon which such Securities will shall 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;
(n15) if other than the principal face amount thereofamount, the portion of the par principal amount (or stated face amount of any the method by which such portion will be determined) of such Securities that shall will be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case terms of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determinedthis Indenture;
(o16) if other than Dollars, the Currency of payment, including composite Currencies and Foreign Currency in which payment Currencies, of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payableSecurities;
(p17) if other than as provided in Section 4.2, the manner in which the Securities of the series are to be defeased;
(18) provisions specifying whether the principal of, or any premium or interest on or any Additional Amounts with respect to any of such Securities are to shall be payable, at the election of the Company or a Holder thereof or otherwiseof Securities, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be payable, payable and 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 Currencyrate;
(q19) whether any index, formula or other method used to determine the amount of payments of principal of, or any premium or interest on or any Additional Amounts with respect to such Securities;
(20) provisions specifying whether such Securities may are to 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 issued in the form of one or more Currencies, commodities, equity securities, equity indices or other indices), global Securities and, if so, the terms and conditions upon which and identity of the manner in which Depositary for such amounts shall be determined and paid global Security or payableSecurities;
(r21) provisions specifying the relative degree, if any, to which such Securities of the series issued and authenticated pursuant to the terms of this Indenture will be senior to or be subordinated in right of payment to other series of Securities or other Indebtedness of the Company, as the case may be, whether such other series of Securities or other Indebtedness is Outstanding or not;
(22) any deletions from, modifications of or additions to the Events of Default or covenants of the Company that are contained herein 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;
(s23) terms specifying whether either or both of the provisions described below under Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance 4.2 shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such seriesSecurities;
(t24) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) terms specifying whether any of such Securities are to be issuable issued upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered;
(v) 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;
(w) 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; and
(x25) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ ' 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 Officers’ ' Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. The Company also may issue, and the Trustee may authenticate, Securities with the same terms as previously issued Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Indenture (Cit Group Inc), Indenture (Cit 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. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the related Series Authorizationmanner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the following:issuance of Securities of any series,
(a) the title of such the Securities and of the series in (which such shall distinguish the Securities shall be includedof the series from Securities of any other series);
(b) 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 such the series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.6 or Section 11.0711.7 and except for any Securities which, upon repayment in part of any Registered Security of such series pursuant to Article 13Section 3.3, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant are deemed never to its terms, or pursuant to or as contemplated by the terms of such Securitieshave been authenticated and delivered hereunder);
(c) if such whether Securities of the series are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer both, whether any Securities and Registered Securities, and whether of the Bearer Securities series are to be issuable with Coupons, without Coupons or both, initially in temporary global form and whether any restrictions applicable to the offer, sale or delivery Securities of the Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa;
(d) if any of such Securities series 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 bothotherwise, (ii) with or without coupons appertaining thereto and, if so, whether beneficial owners of interests in any such global permanent Global Security may exchange such interests for definitive Securities of the same such series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified provided in Section 3.053.5, and (iii) the name of the Depository Depositary for any Global Security or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurities;
(e) 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);
(f) 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;
(gd) the date or datesmanner in which, or the method or methodsPerson to whom, if any, by which such date or dates shall be determined, on which the principal of such Securities is payable;
(h) 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 any 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 on a cash basis 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 Bearer Security of them the series shall be payable, if otherwise than upon presentation and surrender of the notice, if any, to Holders regarding the determination of interest on a floating rate Security coupons appertaining thereto as they severally mature 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;
(i) 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, the extent to which, or the manner in which, any interest payment or Additional Amounts payable on a global temporary Global Security on an any Interest Payment Date, Date will be paid and if other than in the manner provided in Section 3.5;
(e) the date or dates on which any the principal of the Securities of the series is payable;
(f) the rate or premiumrates at which the Securities of the series shall bear interest, if any, on any global Security will be paid;
(j) whether any of such Securities are to be redeemable at the option of the Company and, if so, the date or dates from which such interest shall accrue, the Interest Payment Dates on which, which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;
(g) the place or places where the principal of and any premium and interest on Securities of the series shall be payable;
(h) the period or periods within which, the price or prices at 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;
(ki) whether the obligation, if any, of the Company is obligated to redeem or purchase any Securities of such Securities the series pursuant to any sinking fund or analogous provision provisions or at the option of any a Holder thereof and, if so, the date or dates on which, and the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities of the series 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;
(lj) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denominations in which any Securities of such Securities that are Bearer Securities the series shall be issuable issuable;
(k) the currency, currencies or currency units in which payments of the principal of and any premium and interest on any Securities of the series shall be payable if other than the denomination currency of $5,000the 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 1.1;
(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, the manner in which such amounts shall be determined;
(m) whether if the principal of or any premium or interest on any Securities of the series will is to be convertible into shares of Common Stock payable, at the election of the Company and/or exchangeable for or a Holder thereof, in one or more currencies or currency units other securitiesthan that or those in which the Securities are stated to be payable, whether the currency, currencies or not issued by currency units in which payment of the Companyprincipal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and, if so, and the periods within which and the terms and conditions upon which such Securities will election is to 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 thereofmade;
(n) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any Securities of such Securities that the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined5.2;
(o) if other than Dollarsthe applicability, the Foreign Currency in which payment nonapplicability, or variation, of the principal of, any premium or interest on or any Additional Amounts Article X with respect to any of such Securities shall be payable;
(p) 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;
(q) 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 securities, 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;
(r) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(tp) if applicable, that the form or forms Securities of the Debt series shall be subject to either or both of Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined hereinthat is convertible into Common Stock as provided in Article XIV or convertible into or exchangeable for any other securities pursuant to Section 3.1(r) shall be subject to Defeasance pursuant to Section 13.2;
(uq) whether any if and as applicable, that the Securities of such Securities are to the series shall be issuable upon in whole or in part in the exercise form of warrantsone or more Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global 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 timename of, manner and place a Person other than the Depositary for such Securities to Global Security or a nominee thereof and in which any such transfer may be authenticated and deliveredregistered;
(vr) the terms and conditions, if any of such any, pursuant to which the Securities are convertible into Common Stock of the Company pursuant to be issuable in global form Article XIV, 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 conditionsany variation thereof;
(ws) if there is more than one Trustee, the identity of the Trustee andterms and conditions, if not any, pursuant to which the Trustee, the identity of each Security Registrar, Paying Agent Securities are convertible into or Authenticating Agent with respect to such Securitiesexchangeable for any other securities; and
(xt) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any the series (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture, except as permitted by Section 9.1(e), the terms and provisions of the related Series Authorization shall control). All Securities of any one series and all Coupons, if any, the coupons appertaining to any 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 referred to above and (subject to Section 3.3) set forth forth, or determined in the manner provided, in the Officers’ ' Certificate referred to above or in any such 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securitieshereto. If any of the terms of the Securities of any series shall be are established by action taken by or pursuant to a Board Resolution, the 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 the series.
Appears in 2 contracts
Samples: Indenture (Royal Gold Inc /De/), Indenture (Royal Gold Inc /De/)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Convertible Securities which may be authenticated and delivered under this Indenture is unlimited. The Convertible Securities may be issued in one or more series. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established and constituted in or pursuant to one or more indentures supplemental hereto, prior to the related Series Authorization, initial issuance of Convertible Securities of any series (subject to the following:last sentence of this Section 2.03):
(a) the title designation of such the Convertible Securities and of the series, which shall distinguish the Convertible Securities of the series in which such from the Convertible Securities shall be includedof all other series;
(b) whether and to what extent such series shall rank either (i) equally and pari passu with all other unsecured and unsubordinated debt of the Company or (ii) junior in right of payment, to the extent provided in this Indenture or in one or more indentures supplemental hereto, to other of the Company’s obligations, including other specific provisions relating to subordination;
(c) whether and to what extent the Guarantee shall rank either (i) equally and pari passu with all other unsecured and unsubordinated debt of the Guarantor or (ii) junior in right of payment, to the extent provided in this Indenture or in one or more indentures supplemental hereto, to other of the Guarantor’s obligations, including other specific provisions relating to subordination;
(d) any limit upon the aggregate principal amount of the Convertible Securities of such title or the Securities of such 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 Convertible Securities of that series (except for Convertible Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities of such series pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.05 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c) 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;
(d) 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 definitive Convertible 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Securitypursuant hereto);
(e) if any of such Securities are to be issuable as Bearer Securities or in global form, the date as of or dates on which any such Bearer Security or global Security shall be dated (if other than the date of original issuance Principal of the first Convertible Securities of such Securities the series is payable (which date or dates may be fixed or are subject to be issuedextension);
(f) 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;
(g) 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;
(h) the rate or rates (which may be fixed or variable) per annum at which such the Convertible 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, if any, dates 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 anyaccrue, on which such interest shall be payable and (in the case of Registered Securities) on which a cash basis and record shall be taken for the Regular Record Datedetermination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined, including provisions regarding any dates on which the rate of interest is reset, 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 ;
(g) if other than that of a 360-day year of twelve 30-day months;
(i) if as provided in addition to or other than the Borough of Manhattan, The City of New YorkSection 4.02, the place or places where the principal of, Principal of and any premium and interest on or any Additional Amounts with respect to such Convertible Securities of the series shall be payable, any of such Securities that are Registered Securities of the series may be surrendered for registration of transfer exchange or exchangeconversion, any of such Securities may be surrendered for conversion or exchange and notices or notices, demands to or upon the Company in respect of such the Convertible Securities of the series and this Indenture may be served, served and notice to Holders may be published;
(h) 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 premiumright, if any, on any global Security will be paid;
(j) whether any of such Securities are to be redeemable at the option of the Company andto redeem Convertible Securities of the series, if soin whole or in part, the date or dates on which, at its option and the period or periods within which, the price or prices at which and the other any terms and conditions upon which such Convertible Securities of the series may be redeemedso redeemed (which may include, in whole but shall not be limited to, optional redemptions, redemptions due to regulatory events, redemptions due to taxation events, redemptions due to capital events or in part, at the option of the Companyredemptions due to takeover events);
(ki) whether the obligation, if any, of the Company is obligated to redeem redeem, purchase or purchase any repay Convertible Securities of such Securities the series pursuant to any sinking fund mandatory redemption or analogous provision provisions or at the option of any a Holder thereof and, if so, the date or dates on which, the period or periods within which, and the price or prices at which and the other period or periods within which and any of the terms and conditions upon which such Convertible Securities of the series shall be redeemed redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions including provisions, if any, for the remarketing establishment and maintenance of such Securities so redeemed a mandatory or purchasedoptional sinking fund;
(lj) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,0001,000 in excess 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;
(m) whether the Convertible Securities of the series will shall be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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 thereofissuable;
(nk) if other than the entire principal face amount thereof, the portion of the par or stated face principal amount of any Convertible Securities of such Securities that the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determinedmaturity thereof;
(ol) if other than Dollarsthe coin or currency in which the Convertible Securities of the series are denominated, the Foreign Currency coin or currency in which payment of the principal of, any premium Principal of or interest on or any Additional Amounts with respect to any the Convertible Securities of such Securities the series shall be payable;
(p) payable or 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;
(q) whether the amount of payments of principal of, any premium or Principal of and/or interest on or any Additional Amounts with respect to such the Convertible Securities of the series may be determined with reference to an indexindex based on a coin or currency other than that in which the Convertible Securities of the series are denominated, 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 securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts shall be determined determined;
(m) if payment of the Principal of and paid interest on the Convertible Securities of the series shall be payable in currency or currencies other than the currency of the United States, the manner in which any such currency shall be valued against other currencies in which any other Convertible Securities shall be payable;
(rn) any deletions from, modifications of or additions to whether the Events of Default or covenants Convertible Securities of the Company with respect to series or any of such Securitiesportion thereof will be issuable as Registered Securities (and if so, whether such Convertible Securities will be issuable as Registered Global Securities) or not such Events Unregistered Securities (with or without Coupons), or any combination of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be 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 such series, or any covenants in addition to those specified in Section 4.02(c) relating to the series may be exchanged for Registered Securities of such series which shall be subject to covenant defeasance, and any deletions from, or modifications or additions to, vice versa;
(o) whether and under what circumstances the provisions of Article 4 Company will pay Additional Amounts on the Convertible Securities 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 Convertible Securities of rather than pay such seriesAdditional Amounts;
(tp) if the form or forms Convertible Securities of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) if any of such Securities are to be issuable in global form and series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary SecurityConvertible Security of such series) 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;
(wq) any trustees, depositaries, authenticating or paying agents, conversion agents, calculation agents, share delivery agents, transfer agents or the registrar or any other agents with respect to the Convertible Securities of the series;
(r) provisions, if any, for the defeasance of the Convertible Securities of the series (including provisions permitting defeasance of less than all Convertible Securities of the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination of the foregoing) the provisions of Article 9;
(s) if there is the Convertible Securities of the series are issuable in whole or in part as one or more than one TrusteeRegistered Global Securities, the identity of the Trustee and, if not Depositary for such Registered Global Security or Convertible Securities;
(t) any other events of default or covenants of the Trustee, Company or the identity of each Security Registrar, Paying Agent or Authenticating Agent Guarantor with respect to the Convertible Securities of the series or any Guarantee endorsed thereon, including acceleration provisions (to the extent they differ from those described in Article 7) or any covenants applicable to the shares or American depositary shares to be issued upon conversion of the Convertible Securities;
(u) under what circumstances the Holders are permitted or required to convert or exchange the Convertible Securities into or for other securities of the Guarantor or of another entity, and if so, the terms relating to such Securitiesconversion or exchange, including whether the Convertible Securities will be convertible into shares or American depositary shares of the Guarantor and the terms of any such conversion, including (but not limited to) terms regarding accrued conversion interest, conversion price, conversion adjustments, rounding, fractions, settlement, delivery and taxes;
(v) under what conditions, if any, the Company may be substituted as issuer of the Convertible Securities of the series by the Guarantor or another entity, in accordance with Section 3.11, and under what conditions, if any, the terms of Convertible Securities of the series may be varied or such Convertible Securities may be substituted under Section 3.10;
(w) provisions relating to meetings of holders, to the extent different from those outlined in Article 14;
(x) whether and under what circumstances the Convertible Securities of the series will be issued as original issue discount securities; and
(xy) any other terms of such the Convertible Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any the series (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture), the terms and provisions of the related Series Authorization shall control. All Convertible Securities of any one series and all Coupons, if any, appertaining to Bearer Securities of such series thereto shall be substantially identical identical, except in the case of Registered Securities as to Currency date and denomination, except in the case 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 any Periodic Offering and except as may otherwise be provided by the Company in or pursuant to the Board Resolution and set forth in the Officers’ Certificate or in any applicable 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 Officers’ Certificate or supplemental indenture 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 indenturehereto. All Convertible Securities of any one series need not be issued at the same time and, unless otherwise so provided, a series and may be reopened for issuances of additional Securities of such series or issued from time to establish additional terms of such series of Securities. If any of time, consistent with the terms of the this Indenture, or in any such indenture supplemental hereto and any forms and terms of Convertible Securities of any series shall to be issued from time to time may be completed and established by action taken by or pursuant from time to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or time prior to the delivery of the Officers’ Certificate setting forth the terms of issuance thereof by procedures described in such seriessupplemental indenture.
Appears in 2 contracts
Samples: Indenture (Credit Suisse Group (Guernsey) III LTD), Indenture (Credit Suisse Group (Guernsey) III 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorization, the following:
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, upon repayment in part of any Registered Security of such series pursuant to Article 1314, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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 or the Guarantor, as the case may be, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 5.2 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o15) 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;
(p16) 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 Company, the Guarantor 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 Company, the Guarantor or a Holder thereof or otherwise, in a Foreign Currency;
(q17) 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 securities, 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;
(r18) 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;
(s19) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u20) 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;
(v21) 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;
(w22) 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 or other agent with respect to such Securities; and
(x23) any other terms of such Securities or the related Guarantee and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms Securities or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall controlGuarantee. 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 or the Guarantor, as the case may be, in or pursuant to the Board Resolution and set forth in the Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
Appears in 2 contracts
Samples: Indenture (Validus Holdings (UK) PLC), Indenture (Validus Holdings (UK) 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to one or more Board Resolutions and set forth in an Officer’s Certificate, the followingor established in one or more indentures supplemental hereto:
(a) the title of such Securities and the series in which such Securities shall be included;
(b) whether the Securities of the series are subject to subordination, and if so, the terms of such subordination;
(c) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(cd) 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;
(de) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(ef) 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);
(fg) 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;
(gh) 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;
(hi) 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 on a cash basis 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;
(ij) 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, 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;
(jk) 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;
(kl) whether 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;
(lm) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(mn) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(no) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(op) 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;
(pq) 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;
(qr) 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 securities, 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;
(rs) any deletions from, modifications of or additions to the covenants of the Company with respect to any of such Securities, whether or not such covenants are consistent with the covenants set forth herein; or 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;
(st) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x) any other terms terms, conditions, rights and preferences of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Officer’s Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Officer’s Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ 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 reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a one or more Board ResolutionResolutions, the Board Resolution Resolutions shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (RAM 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 in one or more series, and unless provided for otherwise in the form of Security or in an indenture supplemental hereto, each such series shall constitute direct, unsecured obligations of the Company which are unconditional and subordinated to Senior Indebtedness as set forth in Article 12 and rank equally and pari passu and without any preference among themselves and at least equally and ratably with all other present and future unsecured, unconditional and dated subordinated obligations of the Company (including obligations in respect of dated subordinated guarantees provided by the Company), and in priority to the rights and claims of holders of all present and future unsecured, undated, conditional and subordinated obligations of the Company (including those in respect of perpetual subordinated notes issued by the Company) and holders of all classes of equity (including holders of preference shares (if any)) of the Company, subject to a Viability Write-Down, as set forth in Article 13. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a Board Resolution (which Board Resolution may provide general authorization for such action and may provide that the related Series Authorizationspecific terms of such action may be determined by officers of the Company authorized thereby) and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the following:issuance of Securities of any series,
(a) the title issue date of such Securities and the series in which such Securities shall be includedSecurities;
(b) the title and type of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(c) the ranking of the Securities;
(d) the initial aggregate principal amount of the Securities and any limit limits upon the total aggregate principal amount of the Securities of such title or the Securities of 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 such the series pursuant to Section 3.042.08, Section 3.052.09, Section 3.062.11, Section 9.05 4.03 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities11.04);
(c) 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;
(d) 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 definitive 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e) if any the denominations in which Securities 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 series shall be dated (if other than the date of original issuance of the first of such Securities to be issued)issuable;
(f) 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 eventother than Dollars, the terms and conditions (including any certification requirements) upon coin or currency in which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment DateSecurities of that series are denominated;
(g) 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 the Securities of the series is payable;
(h) the rate or rates at which such the Securities of the series shall bear interest, if any, or the method or methods, if any, by which such rate or rates are to shall be determined, the date or dates, if any, dates from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determinedaccrue, the Interest Payment Dates, if any, interest payment dates on which such interest shall be payable on a cash basis and the Regular Record Date, if any, record dates (in the case of Registered Securities) 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 Holders to whom interest on a floating is payable and/or the method by which such rate Security and the manner of giving such notice, and the basis upon which interest or rates or date or dates shall be calculated if other than that of a 360-day year of twelve 30-day monthsdetermined;
(i) if the amount of payments of principal of and interest on the Securities of the series may be determined with reference to an index based on a coin or currency other than that in addition 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, to the extent permitted under applicable regulatory capital or other than requirements of the Borough of ManhattanFSA, The City of New York, or other applicable regulatory authority;
(j) the manner in which and the place or places where the principal of, of and any premium and interest on or any Additional Amounts with respect to such Securities of the series shall be payable, any payable (subject to the provisions of such Securities that are Registered Securities may be surrendered for registration of transfer Section 3.02);
(k) the right 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, 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 premiumrequirement, if any, on any global Security will be paidto extend the interest payment periods or defer or cancel the payment of interest and the duration and effect of that extension, deferral or cancellation;
(jl) any other modifications or elimination of any acceleration rights, or covenants with respect to the Securities of such series, the nature and extent of the subordinated ranking of, and the other subordination provisions applicable to, a series of the Securities, and any terms required by or advisable under applicable laws or regulations or rating agency criteria, including laws and regulations relating to attributes required for the Securities to qualify as capital or certain liabilities for regulatory, rating or other purposes;
(m) any conversion or exchange features of the Securities;
(n) whether any of such Securities are to be redeemable at the option of and under what circumstances the Company will pay Additional Amounts on the Securities for any tax, assessment or governmental charge withheld or deducted and, if so, whether it will have the date or dates on which, option to redeem those Securities rather than pay the Additional Amounts;
(o) 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;
(k) whether 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;
(l) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(np) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any Securities of such Securities that the series which shall be payable upon declaration of acceleration of the Maturity maturity thereof pursuant to Section 5.02 4.01 or the method by which such portion is provable in bankruptcy, civil rehabilitation, reorganization, insolvency or similar proceedings pursuant to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determinedSection 4.02;
(oq) if other than Dollarsthe coin or currency in which the Securities of that series are denominated, the Foreign Currency coin or currency in which payment of the principal of, any premium of or interest on or any Additional Amounts with respect to any the Securities of such Securities series shall be payable;
(pr) if the principal of, any premium of or interest on or any Additional Amounts with respect to any the Securities of such Securities series are to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars a coin or in a Foreign Currency currency other than that in which such the Securities are stated to be payable, the date or dates on whichdenominated, 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;
(q) 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 securities, 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;
(r) 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;
(s) whether either or both the Securities of Section 4.02(bthe series will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be and any restrictions applicable to the offer, sale, transfer, exchange or delivery of Registered Securities or the payment of such seriesinterest thereon;
(t) any trustees, authenticating or paying agents, transfer agents or registrars or any covenants in addition other agents with respect to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(tu) any restrictions applicable to the form offer, sale or forms delivery of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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 deliveredSecurities;
(v) any provisions for the discharge of the Company’s obligations relating to the Securities;
(w) if any the Securities of such Securities are to be issuable in global form and series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary SecuritySecurity of such series) 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;
(wx) if there is whether a series of Securities may be reopened in a manner consistent with the terms of this Indenture, without the consent of the Holders of the Securities of such series, for increases in the aggregate principal amount of such series or for the establishment of additional terms with respect to the Securities of such series;
(y) whether the Securities of a series shall be excluded from participation with the Securities of other series or otherwise differentiated from the Securities of other series in relation to any matter in respect of which the Securities generally or Securities of more than one Trusteeseries are contemplated by this Indenture to act together or otherwise be treated or affected collectively;
(z) any write-down, the identity write-up, bail-in or other provisions applicable to a particular series of Securities required by, relating to or in connection with applicable regulatory capital or other requirements of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying Agent FSA or Authenticating Agent with respect to such Securitiesother applicable regulatory authority; and
(xaa) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any the series (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture), the terms and provisions of the related Series Authorization shall control. 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 thereunderdenomination, denomination and the rate of interest thereonissue date, or method of determining the rate of interestissue price and, if anyapplicable, Maturity, and the date from which interest, if any, interest shall accrue and the date on which interest shall be first paid, except as may otherwise be provided by the Company in or pursuant to the a Board Resolution and set forth in the Officers’ an Officer’s Certificate or in any an indenture or indentures supplemental hereto pertaining to such series of Securitieshereto, as referenced above. 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 Officers’ Certificate or supplemental indenture 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 andtime, and unless otherwise so provided, a series may be reopened for issuances issuance of additional Securities of such series or to establish without the consent of any Holder; provided that such additional terms of such series of Securities. If any Securities must be fungible with the other Securities of the terms of the Securities of any same series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such seriesfor U.S. federal income tax purposes.
Appears in 1 contract
Samples: Subordinated Indenture (Mizuho 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorization, the following:
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 5.2 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) 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;
(s19) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t20) the form or forms of the Senior Debt Securities Guarantee Agreement, if different from the Senior Debt Securities Agreement contemplated hereby and defined herein;
(u21) 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;
(v22) 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;
(w23) 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; and
(x24) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 3.1 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ ' 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 Officers’ ' Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Partnerre 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. The Securities of each series shall be subordinated in right of payment to all Company Senior Indebtedness with respect to such series as provided in Article 16. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer's Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock other securities of the Company or exchange for other securities of another issuer pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 rate or rates and the extent to which Additional Interest, if any, shall be payable in respect of such Securities, 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 on a cash basis 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock other securities of the Company and/or exchangeable for other securitiessecurities of another issuer, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) the relative degree, if any, to which Securities of such series shall be senior to or be subordinated to other series of Securities or other Indebtedness of the Company, in right of payment, whether such other series of Securities or other Indebtedness is outstanding or not;
(19) 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;
(s20) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u21) 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;
(v22) 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;
(w23) 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; and
(x24) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Officer's Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Officer's Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ 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 reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer's Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Ace LTD)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered and outstanding under this Indenture is unlimited. The Securities may be issued in one or more series. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Company Board Resolutions and Guarantor Board Resolutions, or pursuant to authority granted by one or more Company Board Resolutions and Guarantor Board Resolutions and, subject to Section 303, set forth or determined in the related Series Authorizationmanner provided in a Company and Guarantor Officers' Certificate, or established in one or more indentures supplemental hereto prior to the issuance of any Securities of a series any or all of the following; provided that if any of the following are already provided for in this Indenture, then such provisions shall be applicable to each series established hereunder unless otherwise provided pursuant to the Company and Guarantor Board Resolutions establishing such series and set forth in the applicable Company and Guarantor Officers' Certificate or unless otherwise provided in any Indenture or Indentures supplemental hereto pertaining to such series of Securities:
(a1) the title or designation of such Securities and the series in which such Securities shall be included;
(b2) any limit upon the aggregate principal amount of the Securities of such title or designation or the Securities of such 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13Fifteen, or upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for into other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.05Xxxxxxx 000, and (iiixxx) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security, (iv) the name of the Common Depository, if applicable, and (v) the Exchange Date, if applicable;
(e5) 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);
(f6) 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 exchangeExchange Date, 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, if other than as provided in Section 304;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) if in addition to or other than the Borough of Manhattan, The City of New York, (or, in the case of Bearer Securities, except as otherwise provided herein, London, England), 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, payable any of such Securities that are Registered Securities may be surrendered for registration of transfer or exchange, any of such Registered Securities may be surrendered for conversion, any of such Bearer Securities may be surrendered for conversion or exchange in the circumstances described herein 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, Date will be paid and the manner in which any principal of or premium, if any, on any global Security will be paid;
(j10) 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 CompanyCompany and, if other than by a Company Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination denominations of $5,0001,000 and $10,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n13) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o14) 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;
(p) 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;
(q) 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, indices, formula or other method or methods (which index, indices, formula or method or methods may be based, without limitation, on one or more Currenciescurrencies, 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 determined and paid or payable;
(r15) 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;
(s16) whether if either or both of Section 4.02(b402(2) relating to defeasance or Section 4.02(c402(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 4.02(c402(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 4 Four in respect of the Securities of such series;
(t17) the form terms, if any, on which such Securities may be converted into or forms exchanged for other securities of the Debt Securities Guarantee AgreementCompany, if different from and whether on such conversion the Debt Securities Agreement contemplated hereby Company may substitute cash or securities of the Company or the Guarantor in lieu of issuing Common Stock upon such conversion and defined hereinthe terms of such substitution;
(u) 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;
(v18) 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;
(w19) if there is more than one Trustee, the identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, and the identity of each Paying Agent, Conversion Agent or Authenticating Agent with respect to such Securities;
(20) the subordination provisions with respect to the Securities and Guarantees if other than as set forth in Article Seventeen or Eighteen, respectively; and
(x21) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any Securities (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture, except as permitted by Section 901), the terms and provisions of the related Series Authorization shall control. All Securities (and Guarantees endorsed thereon) 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 Maturity and except as may otherwise be provided by the Company in or pursuant to the Company Board Resolution and set forth in the Company Officers’ ' Certificate or in any indenture or indentures supplemental hereto pertaining to such series of Securities. The terms of the Securities of any series (as set forth in the applicable Board Resolution or Company Order) may provide, without limitation, that 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 Company 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 Company Officers’ ' Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Company Officers’ ' Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securitiesseries. If any of the terms of the Securities of any series shall be established and approved by action taken by or pursuant to a Board ResolutionResolutions of the Company and the Guarantor, the Board Resolution respectively, copies of appropriate records of such actions shall be certified by the Secretary or an Assistant Secretary of the Company and the Guarantor, respectively, and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate ' Certificates setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Thermo Electron Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, interest may be paid (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register, or (ii) with respect to any Holder owning Securities in the principal amount of $500,000 or more, by wire transfer to an account maintained by the Holder located in the United States, as specified in a written notice to the Trustee, received prior to the relevant Regular Record Date, by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Securities may be issued from time to time in one or more series. With All Securities of each series shall in all respects be equally and ratably entitled to the benefits hereof with respect to any such series without preference, priority or distinction on account of the actual time of the authentication and delivery or Stated Maturity of the Securities to be authenticated and delivered hereunder, there of such series. There shall be established in or pursuant to Board Resolutions of the related Series AuthorizationCompany, or established in one or more indentures supplemental hereto, prior to the followingissuance of Securities of any series:
(a) the title of such the Securities and of the series, including CUSIP Numbers (which shall distinguish the Securities of the series in which such from Securities shall be includedof any other series);
(b) 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 such the series pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.05 or Section 11.07, upon repayment in part the provisions of any Registered Security of such series pursuant to Article 13, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securitiesthis Indenture);
(c) if such Securities are the Person 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 whom any restrictions applicable to the offer, sale or delivery interest on a Security of the Bearer Securities and the termsseries shall be payable, if any, upon which Bearer Securities may be exchanged other than the Person in whose name that Security is registered at the close of business on the Regular Record Date for Registered Securities and vice versasuch interest;
(d) if any the date or dates on which the principal 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 definitive the 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Securityis payable;
(e) 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);
(f) 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;
(g) 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;
(h) the rate or rates (which may be fixed or variable) at which such the Securities of the series shall bear interest, if any, interest or the method or methods, if any, by which such rate or rates are to be determined, the date or dates, if any, dates from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determinedaccrue, the Interest Payment Dates, if any, Dates on which any such interest shall be payable on a cash basis any Securities and the Regular Record Date, if any, Date for the any 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;
(if) the place or places, if any, in addition to or other than instead of the Borough Corporate Trust Office of Manhattanthe Trustee, The City of New York, the place or places where the principal of, of and any premium and interest on or any Additional Amounts with respect to such the Securities of the series shall be payable, any the Securities of such Securities that are Registered Securities the series may be surrendered for registration of transfer or exchangetransfer, any the Securities of such Securities the series may be surrendered for conversion or exchange exchange, and notices or and demands to or upon the Company in respect relating to the Securities of such Securities the series 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;
(jg) 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 of the series may be redeemed, in whole or in part, at the option of the Company;
(kh) whether the obligation, if any, of the Company is obligated to redeem or purchase any Securities of such Securities the series pursuant to any sinking fund, purchase fund or analogous provision obligation or at the option of any a Holder thereof and, if so, the date or dates on which, and the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities of the series 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;
(li) the denominations currency, currencies or currency unit or units in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) if other than Dollars, the Foreign Currency denominated and in which payment of the principal of, 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;
(j) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined by reference to an index, formula or any Additional Amounts with respect to any of other method, the manner in which such Securities amounts shall be payabledetermined;
(pk) if the principal of, of or any premium or interest on or any Additional Amounts with respect to any Securities of such Securities are the series is to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars one or in a Foreign Currency more currencies or currency units other than that or those in which such the Securities are stated to be payable, the date currency, currencies or dates currency units in which payment of the principal of and any premium and interest on whichSecurities of such series as to which such election is made shall be payable, and the period or periods within which, and the other terms and conditions upon which, such election may is to be made, made and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be amount so 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;
(q) 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 securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts amount shall be determined and paid or payabledetermined;
(rl) any deletions fromif other than the principal amount thereof, modifications of or additions to the Events of Default or covenants portion of the Company with respect principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant 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 hereinSection 4.2;
(sm) whether if the principal amount payable at the Stated Maturity of Securities of the series is not determinable upon original issuance thereof or as of any date prior to Stated Maturity, the amount which shall be deemed to be the principal amount as of any such date for any other purpose hereunder, including the principal amount which shall be due and payable upon any maturity other than at the Stated Maturity or which shall be deemed to be Outstanding as of any date (or, in any such case, the manner in which such principal amount shall be determined);
(n) if applicable, that the Securities of the series shall be subject to either or both of Section 4.02(b) relating to legal defeasance or Section 4.02(c) relating covenant defeasance as provided in Article XI and the addition of additional covenants that may be subject to covenant defeasance thereunder; provided that no series of Securities that is convertible into or exchangeable for any other securities shall not be subject to legal defeasance pursuant to Section 11.1;
(o) the terms and conditions, if any, pursuant to which the Securities are convertible into or exchangeable at the option of the Holders thereof or the Company, for or into new Securities of a different series or other securities or other property, including shares of Capital Stock of the Company or any Subsidiaries of the Company or securities directly or indirectly convertible into or exchangeable for such shares;
(p) any covenants in addition to those set forth in Article IX to which the Company may be subject with respect to Securities of the series or any other additions, deletions or changes to the provisions of Article IX or any definitions relating to such Article that shall be applicable to the Securities of such the series, or including a provision making any covenants in addition to those specified in Section 4.02(c) relating of such Article inapplicable to the Securities of such the series;
(q) any other trustees, authenticating or paying agents, transfer agents or registrars;
(r) the terms, if any, of the transfer, mortgage, pledge or assignment as security for the Securities of the series which shall be subject of any properties, assets or other collateral, including whether certain provisions of the Trust Indenture Act are applicable and any corresponding changes to covenant defeasanceprovisions of this Indenture as currently in effect;
(s) any Event of Default with respect to the Securities of the series, if not set forth herein, and any additions, deletions from, or modifications or additions to, other changes to the provisions Events of Article 4 in respect of Default set forth herein that shall be applicable to the Securities of the series (including a provision making any Event of Default set forth herein inapplicable to the Securities of that series) and any change in the right of the Trustee or the Holders to declare the principal of, and premium and interest on, such seriesSecurities due and payable;
(t) the form or forms provisions for the payment of any additional amounts, to the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined extent not set forth herein;
(u) 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;
(v) 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;
(w) 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; and
(xu) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise series, which shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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 indenturethis Indenture. All Securities of any one 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. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Xto Energy 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. The Securities of each series shall be subordinated in right of payment to all Senior Indebtedness with respect to such series as provided in Article 16. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorization, the following:
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 rate or rates and the extent to which Additional Interest, if any, shall be payable in respect of such Securities, 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 on a cash basis and the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest Payment Date, the right, pursuant to Section 3.11 hereof or as otherwise set forth therein, of the Company to defer or extend an interest payment period and the duration of any such Extension Period, including the maximum consecutive period during which interest payment periods may be extended, 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 5.2 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) the relative degree, if any, to which Securities of such series and the guarantee in respect thereof shall be senior to or be subordinated to other series of Securities and the guarantee in respect thereof or other Indebtedness of the Company in right of payment, whether such other series of Securities or other Indebtedness is outstanding or not;
(19) 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;
(s20) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t21) the form or forms of the Debt Securities Guarantee Agreement, Trust Agreement (if different from the Debt Securities form attached hereto as Annex A), Amended and Restated Trust Agreement contemplated hereby and defined hereinGuarantee Agreement;
(u22) 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;
(v23) 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;
(w24) 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; and
(x25) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 3.1 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ ' 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 Officers’ ' Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of the Securities of such Securities and the series in which such Securities shall be includedseries;
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.07, 1107 or 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such SecuritiesThirteen);
(c3) 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;
(d4) 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 definitive 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 3.05305, and (iii) the name of the Depository or the U.S. Depository, as the case may be, Depositary with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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 is payable;
(h) 8) the rate or rates (which may be fixed or variable) 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 on a cash basis 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;
(i9) if in addition to or other than the Borough of Manhattan, The City of New YorkCorporate Trust Office, 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 or the Trustee 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;
(j10) 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;
(k11) whether if the Company is obligated to redeem or purchase repay 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 purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, and the minimum denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the minimum denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n13) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o14) if other than Dollars, the Foreign Currency in which purchases of such Securities must be made and 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;
(p15) 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;
(q) 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 securities, 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;
(r16) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to any of such Securities, Securities (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein);
(s17) whether either if any one or both more of Section 4.02(b401 relating to satisfaction and discharge, Section 402(2) relating to defeasance or Section 4.02(c402(3) relating to covenant defeasance shall not be applicable to the Securities of such seriesSecurities, or and any covenants in addition to or other than those specified in Section 4.02(c402(3) relating to the such Securities of such series which shall be subject to covenant defeasance, and, if such Securities are subject to repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company’s obligation repay such Securities will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article 4 in Four (including any modification which would permit satisfaction and discharge, defeasance or covenant defeasance to be effected with respect to less than all of the outstanding Securities of such series) in respect of such Securities;
(t18) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v19) 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;
(w20) the circumstances under which the Company will pay Additional Amounts on such Securities in respect of any tax, assessment or other government charge and whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(21) if there is more than one Trustee, the identity of the Trustee that has any obligations, duties and remedies with respect to such Securities and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to such Securities;
(22) the Person to whom any interest on any Registered Security of such series shall be payable, if other than the Person in whose name such Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture;
(23) the right, if any, to extend interest payment periods and the duration of any such deferral period; and
(x24) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 Officers’ 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 receipt of a Company Order of persons designated in the Officers’ Board Resolution, Officer’s Certificate or supplemental indenture and Opinion of Counsel, as the case may be, pertaining to such series of Securities and that such persons are authorized to determine, consistent with such Officers’ Board Resolution, Officer’s Certificate or any applicable supplemental indentureindenture and Opinion of Counsel, such terms and conditions of the Securities of such series as are specified in such Officers’ Board Resolution, Officer’s Certificate or supplemental indentureindenture and Opinion of Counsel. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company as contemplated by this Section 301, a series may be reopened from time to time without notice to or the consent of any Holders for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board ResolutionResolutions, the such Board Resolution Resolution(s) shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (W. P. Carey 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer's Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock other securities of the Company or exchange for other securities of another issuer pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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 20 27 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j) 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;
(k) whether 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;
(l) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) 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;
(p) 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;
(q) 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 securities, 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;
(r) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Mgic Investment 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer’s Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock other securities of the Company or exchange for other securities of the Guarantor or another issuer pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock other securities of the Company and/or exchangeable for other securitiessecurities of the Guarantor or another issuer, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or the Guarantor 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;
(s19) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u20) 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;
(v21) 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;
(w22) 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; and
(x23) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Officer’s Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Officer’s Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ 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 reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Ace Ina Holdings 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of the Securities of such Securities and the series in which such Securities shall be includedseries;
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.07, 1107 or upon repurchase or 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such SecuritiesThirteen);
(c3) 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;
(d4) 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 definitive 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 3.05305, and (iii) the name of the Depository or the U.S. Depository, as the case may be, Depositary with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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 is payable;
(h) 8) the rate or rates (which may be fixed or variable) 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 on a cash basis 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;
(i9) if in addition to or other than the Borough of Manhattan, The City of New YorkCorporate Trust Office, 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 or the Trustee 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;
(j10) 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;
(k11) whether if the Company is obligated to redeem redeem, repurchase or purchase repay 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 redeemed, repurchased or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, and the minimum denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the minimum denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n13) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o14) if other than Dollars, the Foreign Currency in which purchases of such Securities must be made and 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;
(p15) 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;
(q16) whether if 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 securities, 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;
(r17) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to any of such Securities, Securities (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein);
(s18) whether either if any one or both more of Section 4.02(b401 relating to satisfaction and discharge, Section 402(2) relating to defeasance or Section 4.02(c402(3) relating to covenant defeasance shall not be applicable to the Securities of such seriesSecurities, or and any covenants in addition to or other than those specified in Section 4.02(c402(3) relating to the such Securities of such series which shall be subject to covenant defeasance, and, if such Securities are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company’s obligation to repurchase or repay such Securities will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article 4 in Four (including any modification which would permit satisfaction and discharge, defeasance or covenant defeasance to be effected with respect to less than all of the outstanding Securities of such series) in respect of such Securities;
(t19) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v20) 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;
(w21) the circumstances under which the Company will pay Additional Amounts on such Securities in respect of any tax, assessment or other government charge and whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(22) if there is more than one Trustee, the identity of the Trustee that has any obligations, duties and remedies with respect to such Securities 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 any Registered Security of such series shall be payable, if other than the Person in whose name such Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture; and
(x24) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 Officers’ 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 receipt of a Company Order of persons designated in the Officers’ Board Resolution, Officer’s Certificate or supplemental indenture indenture, as the case may be, pertaining to such series of Securities and that such persons are authorized to determine, consistent with such Officers’ Board Resolution, Officer’s Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ Board Resolution, Officer’s Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company as contemplated by this Section 301, a series may be reopened from time to time without notice to or the consent of any Holders for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board ResolutionResolutions, the such Board Resolution Resolution(s) shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of such 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officers' Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title and series of such Securities, which may include medium-term notes;
(2) the total principal amount of the series of such Securities and the series in which such Securities whether there shall be included;
(b) any limit upon the aggregate principal amount of the such Securities of such title or the Securities of such series which that 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities11.7);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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 and premium, if any, on the Securities is shall be payable;
(h) 8) the Person to whom any interest on a Security shall be payable, if other than the Person in whose name that Security is registered at the close of business on the Regular Record Date for such interest; the rate or rates at which such Securities shall bear interest, if any, which rate may be zero in the case of certain Securities issued at an issue price representing a discount from the principal amount payable at Maturity, or the method or methods, if any, by which such rate or rates are to will be determineddetermined (including, if applicable, any remarketing option or similar method), and the date or datesdates from which such interest, if any, from which such interest shall will accrue or the method or methods, if any, by which such date or dates are to will be determined, the Interest Payment Dates, if any, on which such interest shall be payable on a cash basis 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 360-360 day year of twelve 30-day months;
(i9) the date or dates on which interest, if any, on such Securities shall be payable and any Regular Record Dates applicable to the date or dates on which interest will be so payable;
(10) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of, of or any premium and or interest on or any Additional Amounts with respect to such Securities shall be payable, where any of such Securities that are Registered Securities issued in registered form may be surrendered for registration of of, transfer or exchange, and where any of such Securities may be surrendered for conversion or exchange and notices or of demands to or upon the Company 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;
(j11) whether any of if such Securities are to be redeemable at the option of the Company and, if soCompany's option, 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 Company's option of the Companypursuant to any sinking fund or otherwise;
(k12) provisions specifying whether the Company is shall be obligated to redeem redeem, purchase or purchase repay any of such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder thereof of such Securities 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 redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l13) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and any integral multiple thereof, the denominations in which any of such Securities that are Bearer Securities shall to be issued in registered form will be issuable and, if other than the a denomination of $5,000, the denominations in which any Securities to be issued in bearer form will be issuable;
(m14) provisions specifying whether the Securities of the series will be convertible into shares of Common Stock other securities of the Company and/or exchangeable for Securities of the Company or other securities, whether or not issued by the Company, obligors and, if so, the terms and conditions upon which such Securities will shall 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;
(n15) if other than the principal face amount thereofamount, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 (or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) 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;
(p) 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;
(q) 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 securities, 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;
(r) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.will be
Appears in 1 contract
Samples: Indenture (Cit 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer's Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock other securities of the Company or exchange for other securities of the Guarantor or another issuer pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e) 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);
(f) 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;
(g) 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;
(h) 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 on a cash basis 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;
(i) 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, 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;
(j) 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;
(k) whether 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;
(l) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) 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;
(p) 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;
(q) 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 securities, 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;
(r) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.manner
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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer's Certificate, the followingor established in one or more indentures supplemental hereto:
(a1) the title of such Securities and the series in which such Securities shall be includedincluded (which shall distinguish the Securities of the series from all other Securities);
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock other securities of the Company or exchange for other securities of the Guarantor or another issuer pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,0001,000;
(m13) whether the Securities of the series will be convertible into shares of Common Stock other securities of the Company and/or exchangeable for other securitiessecurities of the Guarantor or another issuer, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or the Guarantor 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;
(s19) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u20) 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;
(v21) 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;
(w22) 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; and
(x23) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Officer's Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Officer's Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ 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 reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer's Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Delhaize America 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer's Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock other securities of the Company or exchange for other securities of another issuer pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securitiessecurities of another issuer, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) 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;
(s19) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u20) 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;
(v21) 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;
(w22) 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) Any deletions from or modifications or additions to the provisions of Article 17 in respect of such Securities; and
(x24) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Officer's Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Officer's Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ 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 reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer's Certificate setting forth the terms of such series. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article 17.
Appears in 1 contract
Samples: Indenture (Safeco 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer's Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock other securities of the Company or exchange for other securities of another issuer pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securitiessecurities of another issuer, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) 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;
(s19) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u20) 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;
(v21) 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;
(w22) 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; and
(x23) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Officer's Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Officer's Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ 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 reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer's Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Safeco 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and Guarantor’s Board Resolutions, and set forth in an Officers’ Certificate and one or more Guarantor’s Officers’ Certificates, or established in one or more indentures supplemental hereto, prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a) the title of the Securities of such Securities and the series in which such Securities shall be includedseries;
(b) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13, Thirteen or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company Shares or exchange for other securities or property pursuant to its terms), or pursuant and if such series may not be reopened from time to or as contemplated by time for the terms issuance of additional Securities of such Securities)series;
(c) 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;
(d) 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 definitive 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 3.05Xxxxxxx 000, and (iiixxx) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f) 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;
(g) 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 is payable;
(h) 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 begin to 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 on a cash basis 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;
(i) if in addition to or other than the Borough place where the Corporate Trust Office of Manhattan, The City of New Yorkthe Trustee may from time to time be located, the place or places where the principal of, any premium premium, if any, and interest on or any interest, if any, on, and Additional Amounts Amounts, if any, with respect to 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, 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;
(j) 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;
(k) whether 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;
(l) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000thereof, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for Common Shares or other securitiessecurities or property, whether or not issued by the Company, and, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o) 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;
(p) 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;
(q) whether if 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 securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in method by which such amounts shall be determined and paid or payable;
(r) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or any Guarantors with respect to any of such Securities, Securities or the related Guarantees (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein), and, if any additional covenants not contained in this Indenture as of its date shall be applicable with respect to such Securities, whether Section 1006 shall be applicable with respect to any such additional covenants;
(s) whether either if any one or both more of Section 4.02(b401 relating to satisfaction and discharge, Section 402(b) relating to defeasance or Section 4.02(c402(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or and any covenants in addition to or other than those covenants, if any, specified in Section 4.02(c402(c)) relating to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities of such series are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company’s obligation to repurchase or repay such Securities will not be subject to satisfaction and discharge pursuant to Section 401 or to defeasance pursuant to Section 402, and, if the Holders of such Securities have the right to convert or exchange such Securities into Common Shares or other securities or property, if the right to effect such conversion or exchange will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article 4 Four in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(vu) 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;
(v) whether and under what circumstances the Company or any Guarantor of such Securities will pay Additional Amounts on such Securities or its Guarantee of such Securities, as the case may be, to any Holder who is a United States Alien in respect of specified taxes, assessments or other government charges and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(w) 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;
(x) the Person to whom any interest on any Registered Security of such series shall be payable, if other than the Person in whose name the Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture;
(y) the names of the Guarantors of the Securities of such 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 Sixteen or any other provisions of this Indenture in connection with the Guarantees of the Securities of such series;
(z) 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, any deletions from, or modifications or additions to, the provisions of Article Seventeen hereof or any other provisions of this Indenture in connection therewith or in connection with any other instrument or agreement entered into in connection therewith; and
(xaa) any other terms of such Securities and the Guarantees of such Securities (whether or not such other terms are consistent or inconsistent with any other terms of this Indenture) and any deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms Securities or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall controlGuarantees. 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 thereoninterest, 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 Officers’ 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 Board Resolution, Officers’ Certificate or supplemental indenture indenture, as the case may be, pertaining to such series of Securities and that such persons are authorized to determine, consistent with such Board Resolution, Officers’ Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Board Resolution, Officers’ Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company as contemplated by this Section 301, a series may be reopened from time to time without the consent of any Holders for issuances of additional Securities of such series or to establish additional terms of such series of Securitiesseries. If any of the terms of the Securities of any series or any Guarantee of the Securities of any series shall be established by action taken by or pursuant to a one or more Board ResolutionResolutions or Guarantor’s Board Resolutions, the such Board Resolution Resolutions and Guarantor’s Board Resolutions shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate and the Guarantor’s Officers’ Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Sealy Corp)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Perpetual Subordinated Indenture is unlimited. The Securities may be issued in one or more series, and unless provided for otherwise in the Security or in an indenture supplemental hereto, each such series of Securities, when issued, will constitute direct and unsecured obligations of the Company that are conditional and subordinated, as described under Article 12, and will rank pari passu without any preference among themselves. With As described under Article 12, upon the occurrence of a Liquidation Event of the Company, the Securities will be subordinated to all of the existing and future Senior Indebtedness (which includes fixed-term subordinated debt of the Company), and the Securities will rank at least pari passu with all of the existing and future Liquidation Parity Liabilities (which includes Additional Tier 1 Liabilities) of the Company; provided, however, that the Securities will be subject to the Write-Down and Cancellation or a Going Concern Write-Down upon the occurrence of a Non-Viability Event, Bankruptcy Event or Capital Ratio Event, as described under Articles 13 and 14. The Securities are perpetual obligations of the Company in respect to any Securities to be authenticated and delivered hereunder, of which there is no fixed maturity or redemption date. There shall be established in or pursuant to a Board Resolution (which Board Resolution may provide general authorization for such action and may provide that the related Series Authorizationspecific terms of such action may be determined by officers of the Company authorized thereby) and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the following:issuance of Securities of any series,
(a) the title of such the Securities and of the series in (which such shall distinguish the Securities shall be includedof the series from all other Securities);
(b) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which that may be authenticated and delivered under this Perpetual Subordinated Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such the series pursuant to Section 3.042.08, Section 3.052.09, Section 3.062.11, Section 9.05 4.03 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities11.06);
(c) if such other than Dollars, the coin or currency in which the Securities of that series 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 versadenominated;
(d) 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 definitive 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e) 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);
(f) 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;
(g) the date or dates, or if any and to the method or methods, if any, by which such date or dates shall be determinedextent permissible, on which the principal of such the Securities of the series is payable;
(he) the rate or rates at which such the Securities of the series shall bear interestinterest (or be issued with original issue discount), if any, or the method or methods, if any, by which such rate or rates are to shall be determined, the date or dates, if any, dates from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determinedaccrue, the Interest Payment Dates, if any, interest payment dates on which such interest shall be payable on a cash basis and the Regular Record Date, if any, record dates (in the case of Registered Securities) 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 Holders to whom interest on a floating is payable and/or the method by which such rate Security and the manner of giving such notice, and the basis upon which interest or rates or date or dates shall be calculated if other than that of a 360-day year of twelve 30-day monthsdetermined;
(if) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal ofprincipal, if applicable, of and any premium and interest on or any Additional Amounts with respect to such Securities of the series shall be payable, any payable (subject to the provisions 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, 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 paidSection 3.02);
(jg) whether any of such Securities are to be redeemable the price or prices 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 of the series may be redeemed, in whole or in part, at the option of the Company;
(k) whether 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;
(lh) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will shall be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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 thereofissuable;
(ni) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any Securities of such Securities that the series which shall be payable upon declaration of acceleration of the Maturity thereof provable in bankruptcy, civil rehabilitation, reorganization, insolvency or similar proceedings pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined4.02;
(oj) if other than Dollarsthe coin or currency in which the Securities of that series are denominated, the Foreign Currency coin or currency in which payment of the principal of, any premium of or interest on or any Additional Amounts with respect to any the Securities of such Securities series shall be payable;
(pk) if the principal of, any premium of or interest on or any Additional Amounts with respect to any the Securities of such Securities series are to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars a coin or in a Foreign Currency currency other than that in which such the Securities are stated to be payable, the date or dates on whichdenominated, 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;
(ql) whether if the amount of payments of principal of, any premium or of and interest on or any Additional Amounts with respect to such the Securities of the series may be determined with reference to an indexindex based on a coin or currency other than that in which the Securities of the series are denominated, formula or other method with reference to any currencies, securities or methods (which index, formula or method or methods may be based, without limitation, on one or more Currencies, commodities, equity baskets of securities, equity indices commodities 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 payabledetermined;
(rm) whether the Securities of the series will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) and any deletions from, modifications of or additions restrictions applicable to the Events offer, sale, transfer, exchange or delivery of Default Registered Securities or covenants the payment 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 hereininterest thereon;
(sn) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) relating to if 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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 SecuritySecurity of such series) 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;
(o) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;
(p) whether and under what circumstances the Company will pay additional amounts on the 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;
(q) any applicable selling restrictions;
(r) any other or different breaches, subordination events, modifications or elimination of any acceleration rights, or covenants with respect to the Securities of such series and any terms required by or advisable under applicable laws or regulations, including laws and regulations relating to attributes required for the Securities to be afforded certain capital treatment for regulatory or other purposes;
(s) any provisions for the discharge of the Company’s obligations relating to the Securities, if different from the provisions set forth herein;
(t) any write-down, write-up, conversion, exchange, bail-in or other provisions applicable to a particular series of Securities required by, relating to, or in connection with, applicable statutory, regulatory, judicial or other requirements of any relevant governmental or regulatory authority;
(u) the terms of the subordination of, cancellation of interest on, or write-downs or write-ups of principal of the Securities of the series and any other provisions relevant to such subordination, cancellation of interest, or write-downs or write-ups of principal, if different from the terms and provisions set forth herein;
(v) whether a series of Securities may be reopened in a manner consistent with the terms of this Perpetual Subordinated Indenture, without the consent of the Holders of the Securities of such series, for increases in the aggregate principal amount of such series or for the establishment of additional terms with respect to the Securities of such series;
(w) if there is whether the Securities of a series shall be excluded from participation with the Securities of other series or otherwise differentiated from the Securities of other series in relation to any matter in respect of which the Securities generally or Securities of more than one Trustee, the identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying Agent series are contemplated by this Perpetual Subordinated Indenture to act together or Authenticating Agent with respect to such Securitiesotherwise be treated or affected collectively; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any the series (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Perpetual Subordinated Indenture), the terms and provisions of the related Series Authorization shall control. 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 a Board Resolution and set forth in the Officers’ an Officer’s Certificate or in any such 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such serieshereto.
Appears in 1 contract
Samples: Perpetual Subordinated Indenture (Mitsubishi Ufj 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officers' Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such the Securities and of the series in (which shall distinguish the Securities of such Securities shall be includedseries from all other series of Securities);
(b2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of 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 such the series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, 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 Common Stock of the Company or exchange for other securities pursuant to its termsThirteen, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.05305, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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 principal amount thereof, the portion of the first principal amount of such the Securities to of the series that shall be issued);
(f) if any payable upon acceleration 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 maturity thereof or the exchangemethod, if any, of by which such temporary Bearer Security for definitive Securities portion 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 Datedetermined;
(g6) the date or dates, or the method or methods, if any, by which such date or dates shall will be determined, on which the principal of such the Securities is of the series shall be payable;
(h7) the rate or rates at which such the Securities of the series shall bear interest, if any, or the method or methodsmethod, if any, by which such rate or rates are to shall be determined, the date or dates, if any, from which such interest shall accrue or the method or methodsmethod, if any, by which such date or dates are to shall be determined, the Interest Payment Dates, if any, on which such interest shall be payable on a cash basis and the Regular Record Date, if any, for the interest payable on any Registered Securities Security on any Interest Payment Date, whether and under what circumstances Additional Amounts on such Securities or any of them shall be payable, the noticemethod, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving by which such noticeRegular Record Date shall be determined, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(i) 8) the Place of Payment and the place or places, if any, other than or in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal ofYork City, 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 of the series 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 Issuer or the Guarantor in respect of such the Securities of the series and any related Guarantees 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, if any, will be paid and the manner in which any principal of or premium, if any, on any global Security will be paid;
(j9) whether any of such Securities are to be redeemable at the option of the Company Issuer and, if so, the date or dates on which, the period or periods within which, the price or prices at which which, the currency or currencies, currency unit or units or composite currency or currencies in 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 CompanyIssuer, if the Issuer is to have such option;
(k10) whether the Company is obligated obligation, if any, of the Issuer to redeem redeem, repay or purchase any Securities of such Securities the series pursuant to any sinking fund or analogous provision or at the option of any a Holder thereof andthereof, if so, and the date or dates on which, the period or periods within which, the price or prices at which which, the currency or currencies, currency unit or units or composite currency or currencies in which, and the other terms and conditions upon which such Securities of the series shall be redeemed redeemed, repaid or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l11) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denominations in which any Registered Securities of such Securities that are Bearer Securities the series shall be issuable and, if other than denominations of $5,000 and any integral multiple thereof, the denomination or denominations in which any Bearer Securities of the series shall be issuable;
(12) if other than the denomination Trustee, the identity of $5,000;
(m) whether each Security Registrar, Authenticating Agent and/or PAYING AGENT with respect to the Securities of the series will be convertible into shares of Common Stock and, if there is more than one Trustee, the identity of the Company and/or exchangeable for Trustee;
(13) if other securitiesthan Dollars, the Foreign Currency or Currencies in which payment of the principal of (and premium, if any) or interest or Additional Amounts, if any, on the Securities of the series shall be payable or in which the Securities of the series shall be denominated;
(14) whether the amount of payments of principal of (and premium, if any) or not issued by interest or Additional Amounts, if any, on the CompanySecurities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more currencies, currency units, composite currencies, commodities, equity indices or other indices), 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by manner in which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that amounts shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o15) whether the principal of (and premium, if other than Dollarsany) or interest or Additional Amounts, if any, on the Foreign Currency in which payment Securities of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payable;
(p) if the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities series are to be payable, at the election of the Company Issuer or a Holder thereof or otherwise, in Dollars a currency or in a Foreign Currency currencies, currency unit or units or composite currency or currencies 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, and identity of the exchange rate agent with responsibility for, determining the exchange rate between the Currency currency or currencies, currency unit or units or composite currency or currencies in which such Securities are stated to be payable and the Currency currency or currencies, currency unit or units or composite currency or currencies in which such Securities or any of them are to be so 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;
(q) 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 securities, 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;
(r16) any deletions from, modifications of or additions to the Events of Default or covenants of the Company Issuer or the Guarantor with respect to any Securities of such Securitiesthe series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(s17) 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 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 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, if Registered Securities of the series are to be issuable as a global Security, the identity of the Depository for such series;
(18) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the related series shall be dated if other than the date of original issuance of the first Bearer Security of the series to be issued;
(19) the Person to whom any interest on any Registered 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, 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 304;
(20) if the Securities of such series are to be Guaranteed Securities and, if so, the terms of the Guarantees endorsed thereon.
(21) if either or both of Section 4.02(b402(2) relating to defeasance or Section 4.02(c402(3) relating to covenant defeasance shall not be applicable to the Securities of such series, series or any covenants provisions in modification of, in addition to those specified or in Section 4.02(clieu of any of the provisions of Article Four;
(22) relating to if 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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 SecuritySecurity of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and and/or terms of such certificates, documents or conditions;
(w23) if there is more than one Trustee, whether and under what circumstances the identity Issuer will pay Additional Amounts on the Securities of the Trustee 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 not so, whether the Trustee, Issuer will have the identity option to redeem such Securities rather than pay such Additional Amounts (and the terms of each Security Registrar, Paying Agent or Authenticating Agent with respect to any such Securities; andoption);
(x24) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any the series (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 Issuer in or pursuant to the Board Resolution and set forth in the Officers’ ' 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.of
Appears in 1 contract
Samples: Senior Indenture (Tanger Properties LTD Partnership /Nc/)
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. The Securities of each series shall be subordinated in right of payment to all Senior Indebtedness with respect to such series as provided in Article 16. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorization, the following:
(a) the title of such Securities and the series in which such Securities shall be included;
(b) 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 such series pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.05 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c) 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;
(d) 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 definitive 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e) 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);
(f) 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;
(g) 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;
(h) 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 on a cash basis 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;
(i) 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, 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;
(j) 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;
(k) whether 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;
(l) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,0001,000 in excess 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;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) 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;
(p) 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;
(q) 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 securities, 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;
(r) the relative degree, if any, to which Securities of such series and the guarantee in respect thereof shall be senior to or be subordinated to other series of Securities and the guarantee in respect thereof or other Indebtedness of the Company in right of payment, whether such other series of Securities or other Indebtedness is outstanding or not;
(s) 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;
(st) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(tu) the form or forms of the Subordinated Debt Securities Guarantee Agreement, if different from the Subordinated Debt Securities Guarantee Agreement contemplated hereby and defined herein;
(uv) 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;
(vw) 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;
(wx) 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;
(y) any modifications, including additions to or exclusions from, the definition of Senior Indebtedness; and
(xz) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Partnerre 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. The Securities of each series shall be subordinated in right of payment to all Senior Indebtedness with respect to such series as provided in Article 16. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorization, the following:
(a) the title of such Securities and the series in which such Securities shall be included;
(b) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c) 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;
(d) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e) 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);
(f) 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;
(g) 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;
(h) 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 rate or rates and the extent to which Additional Interest, if any, shall be payable in respect of such Securities, 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 on a cash basis and the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest Payment Date, the right, pursuant to Section 3.11 hereof or as otherwise set forth therein, of the Company to defer or extend an interest payment period and the duration of any such Extension Period, including the maximum consecutive period during which interest payment periods may be extended, 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;
(i) 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, 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;
(j) 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;
(k) whether 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;
(l) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 5.2 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) 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;
(p) 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;
(q) 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 securities, 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;
(r) the relative degree, if any, to which Securities of such series and the guarantee in respect thereof shall be senior to or be subordinated to other series of Securities and the guarantee in respect thereof or other Indebtedness of the Company in right of payment, whether such other series of Securities or other Indebtedness is outstanding or not;
(s) 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;
(st) whether either or both of Section 4.02(b4.2(b) relating to defeasance or Section 4.02(c4.2(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c4.2(c) 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 4 in respect of the Securities of such series;
(tu) the form or forms of the Debt Securities Guarantee Agreement, trust agreement (if different from the Debt Securities Trust Agreement contemplated hereby and defined herein) and Guarantee Agreement;
(uv) 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;
(vw) 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;
(wx) 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; and
(xy) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 3.1 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer's Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) 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;
(s19) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u20) 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;
(v21) 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;
(w22) 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; and
(x23) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Officer's Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Officer's Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ 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 reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer's Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Ace Ina Holdings Inc)
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, interest may be paid (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register, or (ii) with respect to any Holder owning Securities in the principal amount of $500,000 or more, by wire transfer to an account maintained by the Holder located in the United States, as specified in a written notice to the Trustee, received prior to the relevant Regular Record Date, by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. The Securities may be issued from time to time in one or more series. With All Securities of each series shall in all respects be equally and ratably entitled to the benefits hereof with respect to any such series without preference, priority or distinction on account of the actual time of the authentication and delivery or Stated Maturity of the Securities to be authenticated and delivered hereunder, there of such series. There shall be established in or pursuant to Board Resolutions of the related Series AuthorizationCompany, or established in one or more indentures supplemental hereto, prior to the followingissuance of Securities of any series:
(a) the title of such the Securities and of the series, including CUSIP Numbers (which shall distinguish the Securities of the series in which such from Securities shall be includedof any other series);
(b) 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 such the series pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.05 or Section 11.07, upon repayment in part the provisions of any Registered Security of such series pursuant to Article 13, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securitiesthis Indenture);
(c) if such Securities are the Person 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 whom any restrictions applicable to the offer, sale or delivery interest on a Security of the Bearer Securities and the termsseries shall be payable, if any, upon which Bearer Securities may be exchanged other than the Person in whose name that Security is registered at the close of business on the Regular Record Date for Registered Securities and vice versasuch interest;
(d) if any the date or dates on which the principal 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 definitive the 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Securityis payable;
(e) 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);
(f) 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;
(g) 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;
(h) the rate or rates (which may be fixed or variable) at which such the Securities of the series shall bear interest, if any, interest or the method or methods, if any, by which such rate or rates are to be determined, the date or dates, if any, dates from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determinedaccrue, the Interest Payment Dates, if any, Dates on which any such interest shall be payable on a cash basis any Securities and the Regular Record Date, if any, Date for the any 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;
(if) the place or places, if any, in addition to or other than instead of the Borough Corporate Trust Office of Manhattanthe Trustee, The City of New York, the place or places where the principal of, of and any premium and interest on or any Additional Amounts with respect to such the Securities of the series shall be payable, any the Securities of such Securities that are Registered Securities the series may be surrendered for registration of transfer or exchangetransfer, any the Securities of such Securities the series may be surrendered for conversion or exchange exchange, and notices or and demands to or upon the Company in respect relating to the Securities of such Securities the series 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;
(jg) 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 of the series may be redeemed, in whole or in part, at the option of the Company;
(kh) whether the obligation, if any, of the Company is obligated to redeem or purchase any Securities of such Securities the series pursuant to any sinking fund, purchase fund or analogous provision obligation or at the option of any a Holder thereof and, if so, the date or dates on which, and the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities of the series 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;
(li) the denominations currency, currencies or currency unit or units in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) if other than Dollars, the Foreign Currency denominated and in which payment of the principal of, 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;
(j) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined by reference to an index, formula or any Additional Amounts with respect to any of other method, the manner in which such Securities amounts shall be payabledetermined;
(pk) if the principal of, of or any premium or interest on or any Additional Amounts with respect to any Securities of such Securities are the series is to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars one or in a Foreign Currency more currencies or currency units other than that or those in which such the Securities are stated to be payable, the date currency, currencies or dates currency units in which payment of the principal of and any premium and interest on whichSecurities of such series as to which such election is made shall be payable, and the period or periods within which, and the other terms and conditions upon which, such election may is to be made, made and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be amount so 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;
(q) 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 securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts amount shall be determined and paid or payabledetermined;
(rl) 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 4.2;
(m) if the principal amount payable at the Stated Maturity of Securities of the series is not determinable upon original issuance thereof or as of any deletions from, modifications of or additions date prior to the Events Stated Maturity, the amount which shall be deemed to be the principal amount as of Default any such date for any other purpose hereunder, including the principal amount which shall be due and payable upon any maturity other than at the Stated Maturity or covenants which shall be deemed to be Outstanding as of any date (or, in any such case, the manner in which such principal amount shall be determined);
(n) if applicable, that the Securities of the series shall not be subject to legal defeasance and covenant defeasance as provided in Article XI, or any addition to or modification of Article XI;
(o) the terms and conditions, if any, pursuant to which the Securities are convertible into or exchangeable at the option of the Holders thereof or the Company, for or into new Securities of a different series or other securities or other property, including shares of Capital Stock of the Company or any Subsidiaries of the Company or securities directly or indirectly convertible into or exchangeable for such shares;
(p) any covenants in addition to those set forth in Article IX to which the Company may be subject with respect to Securities of the series or any other additions, deletions or changes to the provisions of such Securities, whether Article IX or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(s) whether either or both of Section 4.02(b) any definitions relating to defeasance or Section 4.02(c) relating to covenant defeasance such Article that shall not be applicable to the Securities of such the series, or including a provision making any covenants in addition to those specified in Section 4.02(c) relating of such Article inapplicable to the Securities of such the series;
(q) any other trustees, authenticating or paying agents, transfer agents or registrars;
(r) the terms, if any, of the transfer, mortgage, pledge or assignment as security for the Securities of the series which shall be subject of any properties, assets or other collateral, including whether certain provisions of the Trust Indenture Act are applicable and any corresponding changes to covenant defeasanceprovisions of this Indenture as currently in effect;
(s) any Event of Default with respect to the Securities of the series, if not set forth herein, and any additions, deletions from, or modifications or additions to, other changes to the provisions Events of Article 4 in respect of Default set forth herein that shall be applicable to the Securities of the series (including a provision making any Event of Default set forth herein inapplicable to the Securities of that series) and any change in the right of the Trustee or the Holders to declare the principal of, and premium and interest on, such seriesSecurities due and payable;
(t) the form or forms provisions for the payment of any additional amounts, to the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined extent not set forth herein;
(u) 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;
(v) 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;
(w) 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; and
(xu) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise series, which shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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 indenturethis Indenture. All Securities of any one 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. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Xto Energy 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorization, the following:
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 5.2 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or the Guarantor 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;
(s19) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c) relating to the Securities of such series which shall be subject to covenant defeasancedefeasance pursuant to Section 4.2(3), and any deletions from, or modifications or additions to, the provisions of Article 4 in respect of the Securities of such series;
(t20) the form or forms of the Senior Debt Securities Guarantee Agreement, if different from the Senior Debt Securities Guarantee Agreement contemplated hereby and defined herein;
(u21) 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;
(v22) 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;
(w23) 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) the obligation, if any, of the Company to permit the conversion of the Securities of that series into Capital Stock of the Company or the Guarantor, and the terms and conditions upon which such conversion shall be effected (including, without limitation, the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price, any requirements relative to hedging arrangements and reservation of shares for purposes of conversion and any other provision in addition to or in lieu of those set forth in this Indenture or any indenture supplemental hereto relative to such obligation); and
(x25) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of the Securities of such Securities and the series in which such Securities shall be includedseries;
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.07, 1107 or 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such SecuritiesThirteen);
(c3) 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;
(d4) 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 definitive 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 3.05305, and (iii) the name of the Depository or the U.S. Depository, as the case may be, Depositary with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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 is payable;
(h) 8) the rate or rates (which may be fixed or variable) 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 on a cash basis 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;
(i9) if in addition to or other than the Borough of Manhattan, The City of New YorkCorporate Trust Office, 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 or the Trustee 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;
(j10) 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;
(k11) whether if the Company is obligated to redeem or purchase repay 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 purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, and the minimum denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the minimum denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n13) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o14) if other than Dollars, the Foreign Currency in which purchases of such Securities must be made and 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;
(p15) 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;
(q16) whether if 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 securities, 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;
(r17) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to any of such Securities, Securities (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein);
(s18) whether either if any one or both more of Section 4.02(b401 relating to satisfaction and discharge, Section 402(2) relating to defeasance or Section 4.02(c402(3) relating to covenant defeasance shall not be applicable to the Securities of such seriesSecurities, or and any covenants in addition to or other than those specified in Section 4.02(c402(3) relating to the such Securities of such series which shall be subject to covenant defeasance, and, if such Securities are subject to repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company’s obligation repay such Securities will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article 4 in Four (including any modification which would permit satisfaction and discharge, defeasance or covenant defeasance to be effected with respect to less than all of the outstanding Securities of such series) in respect of such Securities;
(t19) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v20) 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;
(w21) the circumstances under which the Company will pay Additional Amounts on such Securities in respect of any tax, assessment or other government charge and whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(22) if there is more than one Trustee, the identity of the Trustee that has any obligations, duties and remedies with respect to such Securities 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 any Registered Security of such series shall be payable, if other than the Person in whose name such Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture; and
(x24) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 Officers’ 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 receipt of a Company Order of persons designated in the Officers’ Board Resolution, Officer’s Certificate or supplemental indenture indenture, as the case may be, pertaining to such series of Securities and that such persons are authorized to determine, consistent with such Officers’ Board Resolution, Officer’s Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ Board Resolution, Officer’s Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company as contemplated by this Section 301, a series may be reopened from time to time without notice to or the consent of any Holders for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board ResolutionResolutions, the such Board Resolution Resolution(s) shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (W. P. Carey 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. With respect The terms of the Securities in addition to or in lieu of those set forth in this Indenture shall be determined or established in any Securities one or more of the following ways: (1) in one or more indentures supplemental hereto; (2) in one or more Board Resolutions; or (3) in a manner specified in or authorized by one or more Board Resolutions (in which case such Board Resolutions shall be included in or attached to an Officers' Certificate setting forth such terms or the manner in which such terms are to be authenticated and delivered hereunder, there determined or established). The terms to be so determined or established shall be established in the related Series Authorization, the followinginclude:
(a) the title of such the Securities and the series in which such Securities shall be included;
(b) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 906 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities1107);
(c) if whether such Securities are to be issuable as Registered Securities, as Bearer Securities (with or alternatively as Bearer Securities and Registered Securities, and whether the Bearer Securities are to be issuable with Coupons, without Coupons coupons or both) or both, and any restrictions applicable to the offer, sale or delivery of the Bearer Securities and of the series, the terms, if any, upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa;
(d) if , whether any Securities of such 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 formform with or without coupons and, if so, (1) when any of such Securities are to be issuable issued in global form and (i) whether such Securities are to be issued in temporary or permanent global form or bothform, (ii2) whether beneficial owners of interests in any such permanent global Security may exchange such interests for definitive certificated Securities of the same such series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified provided in Section 3.05305, and (iii3) the name of the U.S. Depository or the U.S. Depository, as the case may be, with respect to any global Security, and (4) the form of any legend or legends to be borne by any such global Security;Security in addition to or in lieu of the legend referred to in Section 303; <PAGE> 21
(ed) 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 Securities of the series and any global Security representing Outstanding Securities of the series shall be dated (if other than the date of original issuance of the first Security of such Securities the series to be issued);
(fe) if any Securities of such Securities 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 or any portion of the Outstanding Bearer Securities of the series) payable in respect of an Interest Payment Date therefor prior to the exchange, if any, 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;
(gf) 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, or the manner in which such date or dates shall be determined;
(hg) the rate or rates at which such Securities shall bear interest, if any, or the method or methods, if any, by manner in which such rate or rates are to shall be determined, the date or dates, if any, dates from which such interest shall accrue or the method or methods, if any, by manner in which such date or dates are to shall be determined, the Interest Payment Dates, if any, Dates on which any such interest shall be payable on a cash basis or the manner in which such Interest Payment Dates shall be determined, and the Regular Record Date, if any, for the any interest payable on any such Registered Securities on any such Interest Payment Date, whether and under what circumstances Additional Amounts on such Securities or any of them shall be payable, the noticepayable and, if anyso, whether the Company has the option to Holders regarding redeem the determination of interest on a floating rate Security and the manner of giving affected Securities rather than pay such noticeAdditional Amounts, and the basis upon which interest shall be calculated if other than that of a 360-day year consisting of twelve 30-day months;
(ih) each Place of Payment of such Securities, if any, other than or in addition to or other than the City of Chicago and the Borough of Manhattan, The City of New York, the place or places where where, subject to Section 1002, the principal of, of and any premium and interest on or any Additional Amounts with Amounts, if any, payable in respect to of, such Securities shall be payable, and the place or places where any of such Securities that are Registered Securities of the series may be surrendered for registration of transfer or exchangetransfer, any Securities of such Securities the series may be surrendered for conversion or exchange and any notices or and demands to or upon the Company 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;
(ji) 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;; <PAGE> 22
(kj) whether the obligation, if any, of the Company is obligated to redeem or purchase any of such Securities pursuant to any sinking fund or analogous provision provisions or to repay such Securities at the option of any a Holder thereof or upon the occurrence of one or more specified events and, if so, the date or dates on which, the period or periods within which (or the event or events upon which), the price or prices at which and the other terms and conditions upon which such Securities shall be redeemed or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchasedrepaid;
(lk) the denominations in which any of such Securities that are Registered Securities of the series shall be issuable issuable, if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denomination or denominations in which any of such Securities that are Bearer Securities of the series shall be issuable issuable, if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(nl) if other than the full principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or the method by which such portion is to be determined or, manner in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(om) if other than Dollars, the Foreign Currency in which payment of the principal of, of and any premium or and interest on or on, and any Additional Amounts with in respect to any of of, such Securities shall be payable;
(pn) if the principal of, of and any premium or interest on or on, and any Additional Amounts with in respect to any of of, such Securities are to be payable, at the election of the Company or a Holder thereof or otherwise, in Dollars a coin or in currency, including a Foreign Currency 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 coin or currency in which such Securities are denominated or stated to be payable and the Currency coin or 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 so payable, at the election of the Company or a Holder thereof or otherwise, in a Foreign Currency;
(qo) whether the amount of payments of principal of, of and any premium or interest on or on, and any Additional Amounts with in respect to of, 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 Currenciescurrencies, 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 determined and paid or payable;
(rp) 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;
(s) whether either , any change in the right of the Trustee or both of Section 4.02(b) relating Holders to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to declare the Securities principal of such series, or any covenants in addition to those specified in Section 4.02(c) relating to the Securities of such series which shall be subject to covenant defeasancedue and payable, and any deletions from, or modifications or additions to, to the provisions of Article 4 definitions currently set forth in respect of the Securities of such series;this Indenture:
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(uq) whether any of such Securities are to be issuable upon the exercise of warrantsDebt Warrants and, and if so, the details with respect thereto, including the time, manner and place for such Securities to be authenticated and delivered;
(vr) the form or forms of such Securities, if any, and, if any Securities of such Securities are to be issuable in global form and series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary SecuritySecurity of such series) 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;
(ws) 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 and Authenticating Agent with respect to such Securities; and
(xt) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture), the terms and provisions of the related Series Authorization shall control. All Securities of any one series and all Coupons, if any, any coupons appertaining to any Bearer Securities of such series shall be substantially identical except as to Currency coin or currency of payments due thereunder, denomination and denomination, the rate or rates of interest thereoninterest, if any, or the method of determining the rate of interest, if any, Maturity, and the date or dates from which interest, if any, shall accrue accrue, and Stated Maturity and except as may otherwise be provided by the Company in or pursuant to the Board Resolution and set forth in the Officers’ Certificate or in any indenture or indentures supplemental hereto pertaining to such series of Securities. The terms of the such 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 Officers’ Certificate determined or supplemental indenture 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 established as are specified in such Officers’ Certificate or supplemental indentureprovided above. All Securities of any one 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 Securitiesseries. If any of the terms of the Securities or coupons of any series shall be are established by action taken that is specified in or authorized by or pursuant to a Board ResolutionResolution and such action is to be taken at or prior to the delivery of the Officers' Certificate setting forth the terms of such series of Securities or the manner in which such terms are to be determined or established, the Board Resolution then 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.series or the manner in which such terms are to be determined or established. <PAGE> 24
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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorization, the following:
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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 (in addition to those set forth in Section 10.4) 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 5.2 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) 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;
(s19) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u20) 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;
(v21) 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;
(w22) 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; and
(x23) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ ' 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 Officers’ ' Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such 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. 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 303, set forth, or determined in the related Series Authorizationmanner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the following:issuance of Securities of any series,
(a1) the title of such the Securities and the series in (which such shall distinguish the Securities shall be includedof the series from all other Securities);
(b2) 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 or transfer of, or in exchange for, or in lieu of, other Securities of such the series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 906 or Section 11.071107 and except for any Securities which, upon repayment in part of any Registered Security of such series pursuant to Article 13Section 303, upon surrender in part of any Registered Security for conversion into Common Stock of shall not have been issued and sold by the Company or exchange for other securities pursuant and are therefore deemed never to its terms, or pursuant to or as contemplated by the terms of such Securitieshave been authenticated and delivered hereunder);
(c3) if such whether Securities of the series are to be issuable as Registered Securities, as Bearer Securities (with or alternatively as Bearer Securities and Registered Securities, and whether the Bearer Securities are to be issuable with without Coupons, without Coupons ) or both, and any restrictions applicable to the offer, sale or delivery of the Bearer Securities and the terms, if any, terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa;
(d4) 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 Global Security may exchange such interests for definitive Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchanges exchange may occur, if other than in the manner specified in Section 3.05305, and (iiiii) the name of the Depository or the U.S. Depository, as the case may be, Depositary with respect to any such global Global Security;
; (e5) if any of such Securities are to be issuable as Bearer Securities or in global form, the date as of which any such Bearer Securities of the series and any temporary Global Security or global Security representing Outstanding Securities of the series shall be dated (if other than the date of original issuance of the first Security of such Securities the series to be issued);
(f6) if any Securities of such Securities 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 in respect of on an Interest Payment Date therefor prior to the exchange, if any, 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;
(g7) the Person to whom any interest on a Security of the series shall be payable 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;
(8) the date or dates, 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 the Securities of the series is payable;
(h9) the rate or rates (or the formula pursuant to which such rate or rates shall be determined) at which such the Securities of the series shall bear interest, if any, including the rate of interest applicable on overdue payments of principal or the method or methodsinterest, if any, by which such different from the rate or rates are to be determined, of interest stated in the Security; the date or dates, if any, dates from which such interest shall accrue (or the method or methods, if any, by which such date or dates are to shall be determined), the Interest Payment Dates, if any, on which such interest shall be payable on a cash basis 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 payablepayable in respect of specified taxes, the noticeassessments or other governmental charges withheld or deducted and, if anyso, whether the Company has the option to Holders regarding redeem the determination of interest on a floating rate Security and the manner of giving affected Securities rather than pay such notice, 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;
(i10) 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 exchangetransfer, 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, 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;
(j11) whether any of such Securities are to be redeemable at the option of the Company and, if so, the date or dates on whichapplicable, the period or periods within which, the price or prices at 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;
(k12) whether the obligation, if any, of the Company is obligated to redeem or purchase any Securities of such Securities the series pursuant to any sinking fund or analogous provision provisions or at the option of any a Holder thereof and, if so, the date or dates on which, and the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities of the series 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;
(l13) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m) whether the Securities of the series will shall be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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 thereofissuable;
(n14) if other than the principal face amount thereofcurrency or currencies, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined orincluding composite currencies, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) if other than Dollars, the Foreign Currency in which payment of the principal ofof (and premium, any premium or interest if any) and interest, if any, on or any Additional Amounts with respect to any to, the Securities of such Securities the series shall be payablepayable if other than the currency of the United States, which may be different for principal, premium, if any, and interest;
(p15) if the principal ofof (and premium, any premium if any) or interest interest, if any, on or any Additional Amounts with respect to any to, the Securities of such Securities the series are to be payable, at the election of the Company or a Holder thereof or otherwise, in Dollars a Currency or in a Foreign Currency Currencies other than that in which such the Securities are stated to be payable, the date currency or dates currencies in which payment of the principal of (and premium, if any) or interest on whichor 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 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;
(q16) whether if the amount of payments of principal ofof (and premium, any premium if any) or interest interest, if any, on or any Additional Amounts with respect to such to, the Securities of the series may be determined with reference to an index, formula or other method or methods (which indexmethods, 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 determined and paid or payabledetermined;
(r17) 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;
(18) any deletions from, modifications of or additions to the Events Event of Default or covenants of the Company with respect to any the Securities of such Securitiesthe series, whether or if not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(s19) whether either or both of Section 4.02(b) relating to defeasance or 1302 and Section 4.02(c) relating to covenant defeasance 1303 shall not be applicable apply to the Securities of the series;
(20) whether the Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Security or 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;
(21) any other terms of the series, or any including the covenants in addition to those specified in Section 4.02(c) relating be applicable to the Securities of such series (which terms shall not be subject to covenant defeasance, and any deletions from, or modifications or additions to, inconsistent with the provisions of Article 4 in respect of the Securities of such series;this Indenture); and
(t22) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. All Securities of any one series and all Coupons, if any, Coupons appertaining to Bearer Securities of such series series, if any, 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 rates of interest, if any, the method or methods, if any, by which such rate or rates are to be determined and Maturity, and the date from which interest, if any, 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 303) set forth in the Officers’ ' Certificate referred to above or in any such 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 Officers’ Certificate or supplemental indenture 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 indenturehereto. All Securities of any one series need not be issued at the same one 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 Securitiesseries. If any of the terms of the Securities of any series shall be are established by action taken by or pursuant to a Board Resolution, the 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 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered made available for delivery under this Indenture is unlimited. The Securities may be issued in one or more series. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officers’ Certificate, the followingor established in one or more indentures supplemental hereto:
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 made available for delivery under this Indenture (except for Securities authenticated and delivered made available for delivery upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, upon repayment in part of any Registered Security of such series pursuant to Article 13XIII, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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 with respect to 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;
(i9) 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 or any Guarantor in respect of such Securities Securities, the Guarantee and this Indenture may be served, the extent to which, or the manner in which, any interest payment or Additional Amounts on with respect to a global Security on an Interest Payment Date, Date will be paid and the manner in which any principal of or premium, if any, on any global Security will be paid;
(j10) 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;
(k11) whether 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 redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or the Guarantors with respect to any of such SecuritiesSecurities or Guarantees, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(s19) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(3) relating to the Securities of such series which shall be subject to covenant of defeasance, and any deletions from, or modifications or additions to, the provisions of Article 4 IV in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u20) 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 deliveredmade available for delivery;
(v21) 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;
(w22) 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) whether the provisions of Section 3.11 are applicable to such Securities; and
(x24) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 made available for delivery by the Trustee on original issue from time to time upon written order of persons designated in the Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Cox Radio 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. With respect to any The terms of each series of Securities to be authenticated and delivered hereunder, there shall be established 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 of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary (or Persons performing similar functions) of the Issuer (or if the Issuer does not have a Secretary or Assistant Secretary, a director or manager 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 303 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, one or more duly appointed officers of the Issuer shall execute and deliver to the Trustee such Officer’s Certificate, acting pursuant to authority granted to such officers by the 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 related Series Authorization, the followingprovisions of Section 901 hereof. Such Board Resolution or Officer’s Certificate or supplemental indenture (including any exhibits thereto) shall establish:
(a1) the title of such the Securities and of that series (which shall distinguish the Securities of that series in which such Securities shall be includedfrom all other series of Securities);
(b2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such 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 such that series pursuant to Section 3.04Sections 304, Section 3.05305, Section 3.06306, Section 9.05 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms906, or pursuant to or as contemplated by the terms of such Securities1107);
(c3) if such whether the Securities are to be issuable of that series rank as Registered Securities, as Bearer senior 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 subordinated Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versaterms of any such subordination;
(d) 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 definitive 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e) 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);
(f) 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;
(g4) 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 the Securities of that series is payable;
(h5) the rate or rates (or the manner of calculation thereof) at which such the Securities of that 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, if any, dates from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determinedaccrue, the Interest Payment Dates, if any, Dates on which such interest shall be payable on a cash basis and the Regular Record Date, if any, Date 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;
(i6) 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 of (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, 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) and interest, if any, on any global Security will Securities of that series shall be paidpayable and where such Securities may be registered or transferred;
(j7) 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 of that series may be redeemed, in whole or in part, at the option of the CompanyIssuer;
(k) whether 8) the Company is obligated obligation, if any, of the Issuer to redeem or purchase any Securities of such Securities that series pursuant to any sinking fund or analogous provision provisions or at the option of any a Holder thereof andthereof, if so, the date or dates on which, and the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities of that series shall be redeemed or purchased, 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 any provisions for the remarketing period or periods within which, the price or prices at which and the terms and conditions upon which Securities of such Securities so that series shall be redeemed or purchased, in whole or in part, pursuant to such right;
(l10) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof, and the denominations in which any Securities of such Securities that are Bearer Securities series shall be issuable issuable;
(11) if other than the denomination principal amount thereof, the portion of $5,000the principal amount of Securities of that series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;
(m12) 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 interest, if any, on the Securities of that series may be determined with reference to an index based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined;
(15) any provisions permitted by this Indenture relating to Events of Default or covenants of the Issuer or any Guarantor with respect to such series of Securities (including deletions therefrom, modifications thereof or additions thereto, whether or not consistent with the Events of Default or covenants set forth herein);
(16) if the Securities of that series shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the U.S. Depositary for such Global Security or Securities; the manner in which and the circumstances under which Global Securities representing Securities of that series may be exchanged for Securities in definitive form, if other than, or in addition to, the manner and circumstances specified in Section 305;
(17) whether the Securities of the that series will be convertible into shares of Common Stock Shares of the Company Issuer and/or exchangeable for other securitiesSecurities, whether or not issued by the Companyincluding ordinary shares of Trane Parent, and, 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;
(n18) if the applicability of any guarantees other than the principal face amount thereof, the portion Guarantee of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, Trane Parent in the case of Indexed SecuritiesSecurities issued by Trane Holdco, the portion of the principal face amount that shall be payable upon Stated Maturity TTFL, Lux International, TTGH, Irish Holdings, TTAHC or the method by which such portion is to be determinedTTC as set forth herein;
(o) 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;
(p) 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;
(q19) whether the amount Securities of payments of principal of, that series will be secured by 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 securities, equity indices or other indices), collateral and, if so, the terms and conditions upon which and the manner in such Securities shall be secured and, if applicable, upon which such amounts shall liens may be determined and paid subordinated to other liens securing other indebtedness of the Issuer or payableany Guarantor of such Securities;
(r20) any deletions fromif a Person other than Computershare Trust Company, modifications N.A. is to act as Trustee for the Securities of or additions to that series, the Events of Default or covenants name and location of the Company with respect to any Corporate Trust Office of such Securities, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth hereinTrustee;
(s21) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) relating to the Securities Issuer of such series which shall be subject to covenant defeasance, of Securities;
(22) any provisions for the transfer and any deletions from, or modifications or additions to, the provisions of Article 4 in respect legending of the Securities of such that series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x23) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any that series (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture), the terms and provisions of the related Series Authorization shall control. All Securities of any one series and all Coupons, if any, appertaining to Bearer Securities of such particular 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 such Board Resolution and of the Issuer or set forth in the Officers’ such Officer’s Certificate or in any such 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such serieshereto.
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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13, Thirteen or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.05305, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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 is payable;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to any of such Securities, 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 1010 shall be applicable with respect to any such additional covenants;
(s19) whether if either or both of Section 4.02(b402(2) relating to defeasance or Section 4.02(c402(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 4.02(c402(3) relating to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities of such series are subject to repurchase or repayment at the option of the Holders thereof, whether the Company's obligation to repurchase or repay such Securities will be subject to defeasance or covenant defeasance, and any deletions from, or modifications or additions to, the provisions of Article 4 Four in respect of the Securities of such series;
(t20) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v21) 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;
(w22) whether and under what circumstances the Company will pay Additional Amounts on such Securities to any holder who is a United States Alien in respect of any tax, assessment or other governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(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) the Person to whom any interest on any Registered Security of such series shall be payable, if other than the Person in whose name the Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture; and
(x25) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 Officers’ ' 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 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 providedprovided by the Company as contemplated by this Section 301, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Winn Dixie Stores 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 shall be designated as Senior Securities, Senior Subordinated Securities or Junior Subordinated Securities. With respect 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 be authenticated the Company’s Senior Indebtedness and delivered hereunder, there 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 authority granted by one or more Board Resolutions and, subject to Section 3.03, set forth, or determined in the related Series Authorizationmanner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, 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):
(ai) the title of such the Securities and of the series in including CUSIP numbers (which shall distinguish the Securities of such Securities shall be includedseries from all other series of Securities);
(bii) any limit upon the aggregate principal amount of the Securities of such title or the Securities of 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 such the series pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.05 9.06, 11.07 or Section 11.0713.05, upon repayment in part of and except for any Registered Security of such series Securities which, pursuant to Article 13Section 3.03, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant are deemed never to its terms, or pursuant to or as contemplated by the terms of such Securitieshave been authenticated and delivered hereunder);
(c) 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;
(d) 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 definitive 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e) 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);
(f) 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;
(g) the date or dates, or the method by which such date or methodsdates will be determined or extended, on which the principal of the Securities of the series shall be payable;
(iv) 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, on which the principal of such Securities is payable;
(h) 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, Dates on which such interest shall will be payable on a cash basis and the Regular Record Date, if any, for the interest payable on any Registered Securities Security on any Interest Payment Date, whether and under what circumstances Additional Amounts on or the method by which such Securities or any of them date 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 noticedetermined, and the basis upon which such interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(iv) the place or places, if any, other than or in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal ofof (and premium, any premium if any) and interest interest, if any, on or any Additional Amounts with respect to such Securities of the series shall be payable, any of such Securities that are Registered Securities of the series may be surrendered for registration of transfer or transfer, Securities of the series may be surrendered for exchange, any where Securities of such Securities that series that are convertible or exchangeable may be surrendered for conversion or exchange exchange, as applicable, and where notices or demands to or upon the Company in respect of such the Securities of the series and this Indenture may be served, ;
(vi) the extent to period or periods within 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;
(j) 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, the Currency or Currencies in 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, if the Company is to have the option;
(kvii) whether the obligation, if any, of the Company is obligated to redeem redeem, repay or purchase any Securities of such Securities the series pursuant to any sinking fund or analogous provision or at the option of any a Holder thereof andthereof, if so, and the period or periods within which or the date or dates on which, the period or periods within which, the price or prices at which which, the Currency or Currencies in which, and the other terms and conditions upon which such Securities of the series shall be redeemed redeemed, repaid or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(lviii) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denomination or denominations in which any Registered Securities of such Securities that are Bearer Securities the series shall be issuable issuable;
(ix) if other than the denomination Trustee, the identity of $5,000each Security Registrar and/or Paying Agent;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(nx) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any Securities of such Securities the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 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 is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(oxi) if other than Dollars, the Foreign Currency or Currencies in which payment of the principal ofof (or premium, any premium if any) or interest interest, if any, on the Securities of the series shall be made or any Additional Amounts with respect 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 such Securities shall be payablethe provisions of Section 3.12;
(pxii) whether the amount of payments of principal of (or premium, if any) or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other 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;
(xiii) whether the principal ofof (or premium, any premium if any) or interest interest, if any, on or any Additional Amounts with respect to any the Securities of such Securities the series are to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars one or in a Foreign Currency more Currencies other than that in which such Securities are denominated or stated to be payable, the date or dates on which, the period or periods within whichwhich (including the Election Date), 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 or Currencies in which such Securities are denominated or stated to be payable and the Currency or Currencies in which such Securities or any of them are to be paid pursuant paid, in each case in accordance with, in addition to such election, and or in lieu of 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 Currencyprovisions of Section 3.12;
(qxiv) whether provisions, if any, granting special rights to the amount Holders of payments Securities of principal ofthe series, 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 basedincluding, 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 with respect to any collateral securing such amounts shall be determined and paid or payableSecurities;
(rxv) 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 any Securities of such Securitiesthe series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(sxvi) whether either any Securities of the series are to be issuable initially in temporary global form with or both 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 4.02(b3.05;
(xvii) relating the date as of which of the series and 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 defeasance 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 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 4.02(c3.04; 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;
(xix) relating to covenant defeasance shall not be applicable the applicability, if any, of Sections 14.02 and/or 14.03 to the Securities of such seriesthe series and any provisions in modification of, or any covenants in addition to those specified or in Section 4.02(clieu of any of the provisions of Article Fourteen;
(xx) relating to if 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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 SecuritySecurity of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and and/or terms of such certificates, documents or conditions;
(wxxi) if there is more than one Trusteewhether, under what circumstances and the Currency in which, the identity Company will pay Additional Amounts as contemplated by Section 10.04 on the Securities of the Trustee 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 not so, whether the TrusteeCompany will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(xxii) the designation of the initial Exchange Rate Agent, if any;
(xxiii) if the Securities of the series are to be issued upon the exercise of warrants, the identity time, manner and place for such Securities to be authenticated and delivered;
(xxiv) if the Securities of each Security Registrarthe series are to be convertible into or exchangeable for any securities of any Person (including the Company), Paying Agent the terms and conditions upon which such Securities will be so convertible or Authenticating Agent with respect exchangeable;
(xxv) if the Securities of the series are to be listed on a securities exchange, the name of such Securitiesexchange; and
(xxxvi) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any the series (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of this Indenture or the related Series Authorizationrequirements of the Trust Indenture Act), the terms including, but not limited to, secured Securities and provisions of the related Series Authorization shall control. 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 Officers’ Certificate or in any indenture or indentures supplemental hereto pertaining to such series guarantees 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series or to establish additional terms of such series of Securitiesseries. If any of the terms of the Securities of any series shall be are established by action taken by or pursuant to one or more Board Resolutions, a Board Resolution, the Board Resolution copy of an appropriate record of such 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 (THL Credit, 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. The Securities of each series issued and authenticated pursuant to the terms of this Indenture shall be subordinated in right of payment to all Superior Indebtedness, as provided in Article 16 of this Indenture. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officers' Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title and series of such Securities, which may include medium-term notes;
(2) the total principal amount of the series of such Securities and the series in which such Securities whether there shall be included;
(b) any limit upon the aggregate principal amount of the such Securities of such title or the Securities of such series which that 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities11.7);
(c3) 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;
(d4) 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 20 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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 and premium, if any, on the Securities is shall be payable;
(h) 8) the Person to whom any interest on a Security shall be payable, if other than the Person in whose name that Security is registered at the close of business on the Regular Record Date for such interest; the rate or rates at which such Securities shall bear interest, if any, which rate may be zero in the case of certain Securities issued at an issue price representing a discount from the principal amount payable at Maturity, or the method or methods, if any, by which such rate or rates are to will be determineddetermined (including, if applicable, any remarketing option or similar method), and the date or datesdates from which such interest, if any, from which such interest shall will accrue or the method or methods, if any, by which such date or dates are to will be determined, the Interest Payment Dates, if any, on which such interest shall be payable on a cash basis 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 360-360 day year of twelve 30-day months;
(i9) the date or dates on which interest, if any, on such Securities shall be payable and any Regular Record Dates applicable to the date or dates on which interest will be so payable;
(10) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of, of or any premium and or interest on or any Additional Amounts with respect to such Securities shall be payable, where any of such Securities that are Registered Securities issued in registered form may be surrendered for registration of of, transfer or exchange, and where any of such Securities may be surrendered for conversion or exchange and notices or of demands to or upon the Company 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;
(j11) whether any of if such Securities are to be redeemable at the option of the Company and, if soCompany's option, 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 Company's option of the Companypursuant to any sinking fund or otherwise;
(k12) provisions specifying whether the Company is shall be obligated to redeem redeem, purchase or purchase repay any of such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder thereof of such Securities 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 purchased or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l13) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denominations in which any of such Securities that are Bearer Securities shall to be issued in registered form will be issuable and, if other than the a denomination of $5,000, the denominations in which any Securities to be issued in bearer form will be issuable;
(m14) provisions specifying whether the Securities of the series will be convertible into shares of Common Stock other securities of the Company and/or exchangeable for Securities of the Company or other securities, whether or not issued by the Company, obligors and, if so, the terms and conditions upon which such Securities will shall 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;
(n15) if other than the principal face amount thereofamount, the portion of the par principal amount (or stated face amount of any the method by which such portion will be determined) of such Securities that shall will be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case terms of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determinedthis Indenture;
(o16) if other than Dollars, the Currency of payment, including composite Currencies and Foreign Currency in which payment Currencies, of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payableSecurities;
(p17) if other than as provided in Section 4.2, the manner in which the Securities of the series are to be defeased;
(18) provisions specifying whether the principal of, or any premium or interest on or any Additional Amounts with respect to any of such Securities are to shall be payable, at the election of the Company or a Holder thereof or otherwiseof Securities, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be payable, payable and 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 Currencyrate;
(q19) whether any index, formula or other method used to determine the amount of payments of principal of, or any premium or interest on or any Additional Amounts with respect to such Securities;
(20) provisions specifying whether such Securities may are to 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 issued in the form of one or more Currencies, commodities, equity securities, equity indices or other indices), global Securities and, if so, the terms and conditions upon which and identity of the manner in which Depositary for such amounts shall be determined and paid global Security or payableSecurities;
(r21) provisions specifying the relative degree, if any, to which such Securities of the series issued and authenticated pursuant to the terms of this Indenture will be senior to or be subordinated in right of payment to other series of Securities or other Indebtedness of the Company, as the case may be, whether such other series of Securities or other Indebtedness is Outstanding or not;
(22) any deletions from, modifications of or additions to the Events of Default or covenants of the Company that are contained herein 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;
(s23) terms specifying whether either or both of the provisions described below under Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance 4.2 shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such seriesSecurities;
(t24) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) terms specifying whether any of such Securities are to be issuable issued upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered;
(v) 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;
(w) 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; and
(x25) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ ' 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 Officers’ ' Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. The Company also may issue, and the Trustee may authenticate, Securities with the same terms as previously issued Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Cit 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. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in the related Series Authorizationor pursuant to one or more Board Resolutions, the following:and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto,
(a1) the title of such the Securities and the series in which such Securities shall be included;
(b2) 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 such the series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 906, 1107 or Section 11.07, 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 Common Stock of the Company 1502 or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) if such whether Securities of the series are to be issuable as Registered Securities, as Bearer Securities or both and, if the Securities are to be issuable exclusively 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 delivery or delivery conversion of the Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa;
(d4) if whether any Securities of such Securities the series are to be issuable in global form, when any of such Securities are to be issuable initially or otherwise in global form and and, if so, (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 interest for definitive Securities of the same such series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 3.05305, and (iiiii) the name of the Depository depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and (iii) the manner in which interest payable on a global Security will be paid;
(e5) 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 Securities of the series and any global Security representing Outstanding Securities of the series shall be dated (if other than the date of original issuance of the first Security of such Securities the series to be issued);
(f6) if any Securities of such Securities 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 in respect of an Interest Payment Date therefor prior to the exchange, if any, 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;
(g7) the date or dates, or the method or methodsmethod, if any, by which such date or dates shall be determined, on which the principal of such Securities is payable;
(h) 8) the rate or rates at which such Securities shall bear interest, if any, or the method or methodsmethod, 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 methodsmethod, 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 on a cash basis 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;
(i9) the place or places, if any, in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal ofof (and premium, any premium if any) and interest (including Additional Amounts), if any, on or any Additional Amounts with respect to such Securities shall be payable, any of such Securities that are Registered Securities of the series may be surrendered for registration of transfer or exchangetransfer, any Securities of such Securities the series may be surrendered for exchange or conversion or exchange and notices or demands to or upon the Company in respect of such the Securities of the series 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;
(j10) whether the Securities of the series or any of such Securities them 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;
(k11) whether the Company is obligated to redeem redeem, or purchase Securities of the series or any of such Securities them 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 the Securities of the series so redeemed or purchased;
(l12) the denominations in which any of such Securities that are Registered Securities of the series, if any, shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denominations in which any of such Securities that are Bearer Securities of the series, if any, shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n13) if other than the principal face amount thereof, the portion of the par or stated face principal amount of the Securities of the series of any of such Securities that them which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o14) if other than Dollarssuch 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 Foreign Currency coin or currency, composite currencies or currency unit or units in which payment of the principal ofof (and premium, any premium if any) or interest interest, if any, on or any Additional Amounts with in respect to of the Securities of the series or any of such Securities them shall be payable;
(p15) if the principal ofof (and premium, any premium if any) or interest interest, if any, on or any Additional Amounts with in respect to of the Securities of the series or any of such Securities them are to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars a coin or in a Foreign Currency currency, composite currencies or currency unit or units other than that in which such the Securities of the series or any of them 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;
(q16) whether the amount of payments of principal ofof (and premium, any premium if any) or interest (including Additional Amounts), if any, on or any Additional Amounts with respect to such the Securities of the series 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 Currenciescurrencies, currency units, composite 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 determined and paid or payable;
(r17) whether the principal of (and premium, if any) or interest (including Additional Amounts), if any, on the Securities of the series are to be payable, at the election of the Company or any Holder thereof or otherwise, in a currency or currencies, currency unit or units or composite currency or currencies other than that in which such Securities or any of them are denominated or stated to be payable, the period or periods within which, and the other terms and conditions upon which, such election, if any, may be made, and the time and manner of determining the exchange rate between the currency or currencies, currency unit or units or composite currency or currencies in which such Securities or any of them are denominated or stated to be payable and the currency or currencies, currency unit or units or composite currency or currencies in which such Securities or any of them are to be so payable;
(18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to the Securities of the series or any of such Securitiesthem, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(s19) whether either or both the applicability, if any, of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable 403 to the Securities of such seriesthe series and any provisions in modification of, or any covenants in addition to those specified or in lieu of any of the provisions of Section 4.02(c403;
(20) relating to if the Securities of such the series which shall be subject to covenant defeasance, and any deletions from, or modifications or additions to, the provisions of Article 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) whether any of such Securities them are to be issuable issued upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered;
(v21) if any the Securities of such Securities are to be issuable in global form and the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary SecuritySecurity of such series) 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;
(w22) 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 and/or Authenticating Agent with respect to such the Securities of the series;
(23) whether any of the Securities of a series shall be issued as Original Issue Discount Securities; and
(x24) any other terms of such the Securities and of the series or any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any them (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. this Indenture) All Securities of any one series and all Coupons, if any, Coupons appertaining to Bearer Securities of such series series, if any, 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 rates of interest, if any, and Stated 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 one or more Board Resolution Resolutions and set forth in the such Officers’ ' 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 Officers’ Certificate or supplemental indenture 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 providedprovided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securitiesseries. If any of the terms of the Securities of any series shall be were established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such 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. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in the related Series Authorizationor pursuant to one or more Board Resolutions, the following:and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto,
(a1) the title of such the Securities and the series in which such Securities shall be included;
(b2) 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 such the series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 906, 1107 or Section 11.07, 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 Common Stock of the Company 1502 or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) if such whether Securities of the series are to be issuable as Registered Securities, as Bearer Securities or both and, if the Securities are to be issuable exclusively 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 delivery or delivery conversion of the Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa;
(d4) if whether any Securities of such Securities the series are to be issuable in global form, when any of such Securities are to be issuable initially or otherwise in global form and and, if so, (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 interest for definitive Securities of the same such series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 3.05305, and (iiiii) the name of the Depository depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and (iii) the manner in which interest payable on a global Security will be paid;
(e5) 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 Securities of the series and any global Security representing Outstanding Securities of the series shall be dated (if other than the date of original issuance of the first Security of such Securities the series to be issued);
(f6) if any Securities of such Securities 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 in respect of an Interest Payment Date therefor prior to the exchange, if any, 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;
(g7) the date or dates, or the method or methodsmethod, if any, by which such date or dates shall be determined, on which the principal of such Securities is payable;
(h) 8) the rate or rates at which such Securities shall bear interest, if any, or the method or methodsmethod, 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 methodsmethod, 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 on a cash basis 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;
(i9) the place or places, if any, in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal ofof (and premium, any premium if any) and interest (including Additional Amounts), if any, on or any Additional Amounts with respect to such Securities shall be payable, any of such Securities that are Registered Securities of the series may be surrendered for registration of transfer or exchangetransfer, any Securities of such Securities the series may be surrendered for exchange or conversion or exchange and notices or demands to or upon the Company in respect of such the Securities of the series 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;
(j10) whether the Securities of the series or any of such Securities them 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;
(k11) whether the Company is obligated to redeem redeem, or purchase Securities of the series or any of such Securities them 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 the Securities of the series so redeemed or purchased;
(l12) the denominations in which any of such Securities that are Registered Securities of the series, if any, shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denominations in which any of such Securities that are Bearer Securities of the series, if any, shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n13) if other than the principal face amount thereof, the portion of the par or stated face principal amount of the Securities of the series of any of such Securities that them which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o14) if other than Dollarssuch 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 Foreign Currency coin or currency, composite currencies or currency unit or units in which payment of the principal ofof (and premium, any premium if any) or interest interest, if any, on or any Additional Amounts with in respect to of the Securities of the series or any of such Securities them shall be payable;
(p15) if the principal ofof (and premium, any premium if any) or interest interest, if any, on or any Additional Amounts with in respect to of the Securities of the series or any of such Securities them are to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars a coin or in a Foreign Currency currency, composite currencies or currency unit or units other than that in which such the Securities of the series or any of them 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;
(q16) whether the amount of payments of principal ofof (and premium, any premium if any) or interest (including Additional Amounts), if any, on or any Additional Amounts with respect to such the Securities of the series 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 Currenciescurrencies, currency units, composite 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 determined and paid or payable;
(r17) whether the principal of (and premium, if any) or interest (including Additional Amounts), if any, on the Securities of the series are to be payable, at the election of the Company or any Holder thereof or otherwise, in a currency or currencies, currency unit or units or composite currency or currencies other than that in which such Securities or any of them are denominated or stated to be payable, the period or periods within which, and the other terms and conditions upon which, such election, if any, may be made, and the time and manner of determining the exchange rate between the currency or currencies, currency unit or units or composite currency or currencies in which such Securities or any of them are denominated or stated to be payable and the currency or currencies, currency unit or units or composite currency or currencies in which such Securities or any of them are to be so payable;
(18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to the Securities of the series or any of such Securitiesthem, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(s19) whether either or both the applicability, if any, of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable 403 to the Securities of such seriesthe series and any provisions in modification of, or any covenants in addition to those specified or in lieu of any of the provisions of Section 4.02(c403;
(20) relating to if the Securities of such the series which shall be subject to covenant defeasance, and any deletions from, or modifications or additions to, the provisions of Article 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) whether any of such Securities them are to be issuable issued upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered;
(v21) if any the Securities of such Securities are to be issuable in global form and the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary SecuritySecurity of such series) 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;
(w22) 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 and/or Authenticating Agent with respect to such the Securities of the series;
(23) whether any of the Securities of a series shall be issued as Original Issue Discount Securities; and
(x24) any other terms of such the Securities and of the series or any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any them (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture), the terms and provisions of the related Series Authorization shall control. All Securities of any one series and all Coupons, if any, Coupons appertaining to Bearer Securities of such series series, if any, 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 rates of interest, if any, and Stated 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 one or more Board Resolution Resolutions and set forth in the such Officers’ ' 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 Officers’ Certificate or supplemental indenture 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 providedprovided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securitiesseries. If any of the terms of the Securities of any series shall be were established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions of the related Series AuthorizationCompany and set forth in an Officers’ Certificate of the Company, or established in one or more indentures supplemental hereto, prior to the following:issuance of any Securities of a series,
(a1) the title of the Securities of such Securities and the series in which such Securities shall be includedseries;
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13, Thirteen or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities or property pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.05Xxxxxxx 000, and (iiixxx) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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 is payable;
(h) 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 on a cash basis 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;
(i9) whether Securities of the series are entitled to any benefits of the Guarantee of the Guarantor pursuant to this Indenture;
(10) if in addition to or other than the Borough of Manhattan, The City of New YorkCorporate Trust Office, 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, 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;
(j11) 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;
(k12) whether 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;
(l13) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, and the minimum denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the minimum denomination of $5,000;
(m14) whether the such Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for Common Stock or other securitiessecurities or property, whether or not issued by the Company, and, 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;
(n15) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o16) if other than Dollars, the Foreign Currency in which purchases of such Securities must be made and 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;
(p17) 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;
(q18) whether if 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 securities, 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;
(r19) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to any of such Securities, Securities (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein);
(s20) whether either if any one or both more of Section 4.02(b401 relating to satisfaction and discharge, Section 402(2) relating to defeasance or Section 4.02(c402(3) relating to covenant defeasance shall not be applicable to the Securities of such seriesSecurities, or and any covenants in addition to or other than those specified in Section 4.02(c402(3) relating to the such Securities of such series which shall be subject to covenant defeasance, and, if such Securities are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company’s obligation to repurchase or repay such Securities will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and, if the Holders of such Securities have the right to convert or exchange such Securities into Common Stock or other securities or property, if the right to effect such conversion or exchange will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article 4 in Four (including any modification which would permit satisfaction and discharge, defeasance or covenant defeasance to be effected with respect to less than all of the outstanding Securities of such series) in respect of such Securities;
(t21) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v22) 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;
(w23) whether and under what circumstances the Company will pay Additional Amounts on such Securities to any holder who is a United States Alien in respect of any tax, assessment or other government charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(24) if there is more than one Trustee, the identity of the Trustee that has any obligations, duties and remedies with respect to such Securities and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to such Securities;
(25) the manner in which, or the Person to whom, any interest on any Bearer Security of such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture; and
(x26) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 of the Company and set forth in the Officers’ Certificate of the Company 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 receipt of persons designated in the Officers’ Certificate or supplemental indenture an Officer’s Certificate, Opinion of Counsel and that such persons are authorized Company Order pursuant 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 indentureSection 303. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company as contemplated by this Section 301, a series may be reopened from time to time without the consent of any Holders for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board ResolutionResolutions of the Company or the Guarantor (with respect to the Guarantee), the such Board Resolution Resolution(s) shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate of the Company setting forth the terms of such 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorization, the following:
(a) the title of such Securities and the series in which such Securities shall be included;
(b) 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 such series pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.05 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c) 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;
(d) 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 definitive 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e) 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);
(f) 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;
(g) 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;
(h) 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 on a cash basis 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;
(i) 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, 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;
(j) 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;
(k) whether 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;
(l) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) 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;
(p) 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;
(q) 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 securities, 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;
(r) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(t) the form or forms of the Senior Debt Securities Guarantee Agreement, if different from the Senior Debt Securities Guarantee Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Partnerre 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. With respect The terms of the Securities in addition to or in lieu of those set forth in this Indenture shall be determined or established in any Securities one or more of the following ways: (1) in one or more indentures supplemental hereto; (2) in one or more Board Resolutions; or (3) in a manner specified in or authorized by one or more Board Resolutions (in which case such Board Resolutions shall be included in or attached to an Officers' Certificate setting forth such terms or the manner in which such terms are to be authenticated and delivered hereunder, there determined or established). The terms to be so determined or established shall be established in the related Series Authorization, the followinginclude:
(a) the title of such the Securities and the series in which such Securities shall be included;
(b) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 906 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities1107);
(c) if whether such Securities are to be issuable as Registered Securities, as Bearer Securities (with or alternatively as Bearer Securities and Registered Securities, and whether the Bearer Securities are to be issuable with Coupons, without Coupons coupons or both) or both, and any restrictions applicable to the offer, sale or delivery of the Bearer Securities and of the series, the terms, if any, upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa;
(d) if , whether any Securities of such 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 formform with or without coupons and, if so, (i) when any of such Securities are to be issuable issued in global form and (i) whether such Securities are to be issued in temporary or permanent global form or bothform, (ii) whether beneficial owners of interests in any such permanent global Security may exchange such interests for definitive certificated Securities of the same such series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified provided in Section 3.05Xxxxxxx 000, and (iiixxx) the name of the U.S. Depository or the U.S. Depository, as the case may be, with respect to any global Security, and (iv) the form of any legend or legends to be borne by any such global SecuritySecurity in addition to or in lieu of the legend referred to in Section 303;
(ed) 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 Securities of the series and any global Security representing Outstanding Securities of the series shall be dated (if other than the date of original issuance of the first Security of such Securities the series to be issued);
(fe) if any Securities of such Securities 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 or any portion of the Outstanding Bearer Securities of the series) payable in respect of an Interest Payment Date therefor prior to the exchange, if any, 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;
(gf) 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, or the manner in which such date or dates shall be determined;
(hg) the rate or rates at which such Securities shall bear interest, if any, or the method or methods, if any, by manner in which such rate or rates are to shall be determined, the date or dates, if any, dates from which such interest shall accrue or the method or methods, if any, by manner in which such date or dates are to shall be determined, the Interest Payment Dates, if any, Dates on which any such interest shall be payable on a cash basis or the manner in which such Interest Payment Dates shall be determined, and the Regular Record Date, if any, for the any interest payable on any such Registered Securities on any such Interest Payment Date, whether and under what circumstances Additional Amounts on such Securities or any of them shall be payable, the noticepayable and, if anyso, whether the Company has the option to Holders regarding redeem the determination of interest on a floating rate Security and the manner of giving affected Securities rather than pay such noticeAdditional Amounts, and the basis upon which interest shall be calculated if other than that of a 360-day year consisting of twelve 30-day months;
(ih) each Place of Payment of such Securities, if any, other than or in addition to or other than the City of Columbus, Ohio and the Borough of Manhattan, The City of New York, the place or places where where, subject to Section 1002, the principal of, of and any premium and interest on or any Additional Amounts with Amounts, if any, payable in respect to of, such Securities shall be payable, and the place or places where any of such Securities that are Registered Securities of the series may be surrendered for registration of transfer or exchangetransfer, any Securities of such Securities the series may be surrendered for conversion or exchange and any notices or and demands to or upon the Company 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;
(ji) 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;
(kj) whether the obligation, if any, of the Company is obligated to redeem or purchase any of such Securities pursuant to any sinking fund or analogous provision provisions or to repay such Securities at the option of any a Holder thereof or upon the occurrence of one or more specified events and, if so, the date or dates on which, the period or periods within which (or the event or events upon which), the price or prices at which and the other terms and conditions upon which such Securities shall be redeemed or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchasedrepaid;
(lk) the denominations in which any of such Securities that are Registered Securities of the series shall be issuable issuable, if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denomination or denominations in which any of such Securities that are Bearer Securities of the series shall be issuable issuable, if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n1) if other than the full principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 502 or the method by which such portion is to be determined or, manner in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) 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;
(p) 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;
(q) 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 securities, 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;
(r) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Onb Capital Trust Vi)
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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer’s Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series series, including CUSIP numbers in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.6 or Section 11.0711.7, upon repayment in part of any Registered Security of such series pursuant to Article 13, 13 or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities securities, cash or other property pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities and except for any Securities, which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(c) 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;
(d3) 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 Global Security may exchange such interests for definitive 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 3.053.5, and (iii) the name of the Depository Depositary or the U.S. DepositoryDepositary, as the case may be, with respect to any such global Global Security;
(e4) 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 Global Security shall be dated (if other than the date of original issuance of the first of such Securities to be issued);
(f) 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;
(g5) 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 is payable;
(h6) 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 on a cash basis 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;
(i7) 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, the extent to which, or the manner in which, any interest payment or Additional Amounts on a global 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 Global Security will be paid;
(j) 8) 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;
(k9) whether 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;
(l10) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and integral multiples any multiple of $1,000, and the denominations 1,000 in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000excess thereof;
(m11) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether cash or not issued by other property of the CompanyCompany or of any other Person, and, 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;
(n12) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o13) 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;
(p14) 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;
(q15) 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 formula, financial or economic measure or other method or methods (which index, formula formula, measure 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 determined and paid or be payable;
(r16) 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;
(s17) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(3) relating to covenant defeasance shall not be applicable to the Securities of such series, or and any covenants in addition to those specified in Section 4.02(c) relating to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities of such series are subject to repurchase or repayment at the option of the Holders thereof, whether the Company’s obligation to repurchase or repay such Securities will be subject to defeasance or covenant defeasance, and any deletions from, or modifications or additions to, the provisions of Article 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u18) 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;
(v) 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;
(w19) if there is more than one TrusteeTrustee or a Trustee other than _______________________, 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;
(20) whether the Securities are senior or subordinated debt securities, and if subordinated debt securities, the terms of such subordination;
(21) whether the Securities of the series will be guaranteed by any Persons and, if so, the identity of such 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 and may be released;
(22) 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 and may be released; and
(x23) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 of such series shall be authenticated and delivered by the Trustee on original issue from time to time in accordance with such procedures as are acceptable to the Trustee (including authentication and delivery by the Trustee on original issue from time to time upon telephonic or written order of persons designated in the Officers’ Officer’s 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’ Officer’s Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ Officer’s Certificate or supplemental indenture). All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of such 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 shall be subordinated in right of payment to Senior Indebtedness as provided in Article 16. The Securities may be issued in one or more series. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officers' Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities (including CUSIP numbers) and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities)Thirteen;
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j) 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;
(k) whether 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;
(l) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) 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;
(p) 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;
(q) 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 securities, 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;
(r) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.a
Appears in 1 contract
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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of the Securities of such Securities and the series in which such Securities shall be includedseries;
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13, Thirteen or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company Shares or exchange for other securities or property pursuant to its terms), or pursuant and if such series may not be reopened from time to or as contemplated by time for the terms issuance of additional Securities of such Securities)series;
(c3) 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;
(d4) 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 definitive 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 3.05305, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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 is payable;
(h) 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 begin to 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 on a cash basis 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;determination
(i9) if in addition to or other than the Borough place where the Corporate Trust Office of Manhattan, The City of New Yorkthe Trustee may from time to time be located, the place or places where the principal of, any premium premium, if any, and interest on or any interest, if any, on, and Additional Amounts Amounts, if any, with respect to 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000thereof, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for Common Shares or other securitiessecurities or property, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) whether if 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 securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in method by which such amounts shall be determined and paid or payable;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to any of such Securities, Securities (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein), and, if any additional covenants not contained in this Indenture as of its date shall be applicable with respect to such Securities, whether Section 1006 shall be applicable with respect to any such additional covenants;
(s19) whether either if any one or both more of Section 4.02(b401 relating to satisfaction and discharge, Section 402(2) relating to defeasance or Section 4.02(c402(3) relating to covenant defeasance shall not be applicable to the Securities of such series, or and any covenants in addition to or other than those covenants, if any, specified in Section 4.02(c402(3) relating to the Securities of such series which shall be subject to covenant defeasance, and any deletions fromand, or modifications or additions to, the provisions of Article 4 in respect of if the Securities of such series;series are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company’s obligation to repurchase or repay such Securities will not be subject to satisfaction and discharge pursuant to Section 401 or to defeasance pursuant to Section 402, and, if the Holders of such Securities have the right to convert or exchange such Securities into Common Shares or other securities or property, if the right to effect such conversion or exchange will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance
(t20) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v21) 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;
(w22) whether and under what circumstances the Company will pay Additional Amounts on such Securities to any Holder who is a United States Alien in respect of specified taxes, assessments or other government charges and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(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) the Person to whom any interest on any Registered Security of such series shall be payable, if other than the Person in whose name the Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture;
(25) whether the Securities of such series are to be secured by any property, assets or other collateral and, if so, the applicable collateral, any deletions from, or modifications or additions to, the provisions of Article Sixteen hereof or any other provisions of this Indenture in connection therewith or in connection with any other instrument or agreement entered into in connection therewith; and
(x26) any other terms of such Securities (whether or not such other terms are consistent or inconsistent with any other terms of this Indenture) and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 Officers’ 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 or (if acceptable to the Trustee) oral order of persons designated in the Board Resolution, Officers’ Certificate or supplemental indenture indenture, as the case may be, pertaining to such series of Securities (telephonic instructions to be promptly confirmed in writing by such person) and that such persons are authorized to determine, consistent with such Board Resolution, Officers’ Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Board Resolution, Officers’ Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company as contemplated by this Section 301, a series may be reopened from time to time without the consent of any Holders for issuances of additional Securities of such series or to establish additional terms of such series of Securitiesseries. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a one or more Board ResolutionResolutions, the such Board Resolution Resolutions shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such 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. The Securities of each series shall be subordinated in right of payment to all Senior Indebtedness with respect to such series as provided in Article 16. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorization, the following:
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 rate or rates and the extent to which Additional Interest, if any, shall be payable in respect of such Securities, 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 on a cash basis and the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest Payment Date, the right, pursuant to Section 3.11 hereof or as otherwise set forth therein, of the Company to defer or extend an interest payment period and the duration of any such Extension Period, including the maximum consecutive period during which interest payment periods may be extended, 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 5.2 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) the relative degree, if any, to which Securities of such series and the guarantee in respect thereof shall be senior to or be subordinated to other series of Securities and the guarantee in respect thereof or other Indebtedness of the Company in right of payment, whether such other series of Securities or other Indebtedness is outstanding or not;
(19) 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;
(s20) whether either or both of Section 4.02(bSection 4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t21) the form or forms of the Debt Securities Guarantee Agreement, trust agreement (if different from the Debt Securities Trust Agreement contemplated hereby and defined herein) and Guarantee Agreement;
(u22) 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;
(v23) 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;
(w24) 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; and
(x25) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 3.1 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ ' 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 Officers’ ' Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer's Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock other securities of the Company or exchange for other securities of the Guarantor or another issuer pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock other securities of the Company and/or exchangeable for other securitiessecurities of the Guarantor or another issuer, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or the Guarantor 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;
(s19) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u20) 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;
(v21) 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;
(w22) 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; and
(x23) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Officer's Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officers’ Officer's Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ 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 reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer's Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Ace Ina Holdings 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 or transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13Thirteen, upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.05305, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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, the extent to which, or the manner in which, any interest payment or Additional Amounts on a global Security on an Interest Payment Date, Date will be paid and the manner in which any principal of or premium, if any, on any global Security will be paid;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) 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;
(s19) whether the specific covenants which shall be subject to covenant defeasance under Section 402(3) or if either or both of Section 4.02(b402(2) relating to defeasance or Section 4.02(c402(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 4.02(c) 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 4 Four in respect of the Securities of such series;
(t20) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v21) 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;
(w22) 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) if such series of Securities may not be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities; and
(x24) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 Officers’ ' 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 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 providedprovided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Quality Food Centers 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officers' Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities (including CUSIP numbers) and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities)Thirteen;
(c3) if such Securities are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer Securities and Registered Securities, and whether the 20 30 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j) 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;
(k) whether 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;
(l) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) 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;
(p) 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;
(q) 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 securities, 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;
(r) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered and outstanding under this Indenture is unlimited. The Securities may be issued in one or more series. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Company Board Resolutions, or pursuant to authority granted by one or more Company Board Resolutions and, subject to Section 303, set forth or determined in the related Series Authorizationmanner provided in a Company Officers' Certificate, or established in one or more indentures supplemental hereto prior to the issuance of any Securities of a series any or all of the following; provided that if any of the following are already provided for in this Indenture, then such provisions shall be applicable to each series established hereunder unless otherwise provided pursuant to the Company and Guarantor Board Resolutions establishing such series and set forth in the applicable Company and Guarantor Officers' Certificate or unless otherwise provided in any Indenture or Indentures supplemental hereto pertaining to such series of Securities:
(a1) the title or designation of such Securities and the series in which such Securities shall be included;
(b2) any limit upon the aggregate principal amount of the Securities of such title or designation or the Securities of such 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13Fifteen, or upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for into other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.05Xxxxxxx 000, and (iiixxx) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security, (iv) the name of the Common Depository, if applicable, and (v) the Exchange Date, if applicable;
(e5) 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);
(f6) 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 exchangeExchange Date, 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, if other than as provided in Section 304;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) if in addition to or other than the Borough of Manhattan, The City of New York, (or, in the case of Bearer Securities, except as otherwise provided herein, London, England), 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, payable any of such Securities that are Registered Securities may be surrendered for registration of transfer or exchange, any of such Registered Securities may be surrendered for conversion, any of such Bearer Securities may be surrendered for conversion or exchange in the circumstances described herein and notices or demands to or upon the Company 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, Date will be paid and the manner in which any principal of or premium, if any, on any global Security will be paid;
(j10) 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 CompanyCompany and, if other than by a Company Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination denominations of $5,0001,000 and $10,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n13) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o14) 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;
(p) 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;
(q) 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, indices, formula or other method or methods (which index, indices, formula or method or methods may be based, without limitation, on one or more Currenciescurrencies, 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 determined and paid or payable;
(r15) 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;
(s16) whether if either or both of Section 4.02(b402(2) relating to defeasance or Section 4.02(c402(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 4.02(c402(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 4 Four in respect of the Securities of such series;
(t17) the form terms, if any, on which such Securities may be converted into or forms exchanged for other securities of the Debt Securities Guarantee AgreementCompany, if different from and whether on such conversion the Debt Securities Agreement contemplated hereby Company may substitute cash or securities of the Company in lieu of issuing Common Stock upon such conversion and defined hereinthe terms of such substitution;
(u) 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;
(v18) 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;
(w19) if there is more than one Trustee, the identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, and the identity of each Paying Agent, Conversion Agent or Authenticating Agent with respect to such Securities;
(20) [INTENTIONALLY OMITTED]; and
(x21) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any Securities (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture, except as permitted by Section 901), the terms and provisions of the related Series Authorization shall control. 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 Maturity and except as may otherwise be provided by the Company in or pursuant to the Company Board Resolution and set forth in the Company Officers’ ' Certificate or in any indenture or indentures supplemental hereto pertaining to such series of Securities. The terms of the Securities of any series (as set forth in the applicable Board Resolution or Company Order) may provide, without limitation, that 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 Company 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 Company Officers’ ' Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Company Officers’ ' Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securitiesseries. If any of the terms of the Securities of any series shall be established and approved by action taken by or pursuant to a Board ResolutionResolutions of the Company, the Board Resolution copies of appropriate records of such 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 ' Certificates setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Thermo Electron 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. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a Board Resolution, and, subject to Section 3.3, set forth, or determined in the related Series Authorizationmanner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the following:issuance of Securities of any series,
(a1) the title of such Securities and the series in which such Securities shall be includedSeries;
(b2) any limit upon the aggregate principal amount (or any limit on the aggregate principal amount) of the Series and, if any 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 such series pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.05 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c) 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;
(d) 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 a Series are to be issued in temporary at a discount from their face amount, the method of computing the accretion of such discount;
(3) the interest rate or permanent global form or both, method of calculation of the interest rate;
(ii4) whether beneficial owners of interests in the date from which interest will accrue;
(5) the Regular Record Date for any such global Security may exchange such interests for definitive interest payable on Securities of the same series and of like tenor and of Series on any authorized form and denomination, and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e) 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);
(f) 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;
(g6) the date or datesInterest Payment Dates when, or the method or methods, if any, by places where and manner in which such date or dates shall be determined, on which the principal of such Securities is and interest are payable;
(h7) the rate Security Registrar and Paying Agent;
(8) the terms of any mandatory (including any sinking fund requirements) or rates optional redemption by the Company;
(9) the terms of any redemption at the option of Holders;
(10) the denominations in which such Securities shall bear interest, if any, are issuable;
(11) whether Securities will be issued in registered 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 on a cash basis bearer form and the Regular Record Date, if any, for the interest payable on Registered terms of any such forms of Securities;
(12) whether any Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such Securities or any of them shall will be payable, the notice, if any, to Holders regarding the determination of interest on represented by a floating rate Global Security and the manner terms of giving any such notice, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day monthsGlobal Security;
(i13) if in addition to the currency or other than the Borough of Manhattan, The City of New York, the place or places where the principal of, currencies (including 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, 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 composite currency) in which any principal of or premium, if any, on any global Security will interest or both may be paid;
(j14) if payments of principal or interest may be made in a currency other than that in which Securities are denominated, the manner for determining such payments;
(15) provisions for electronic issuance of Securities or issuance of Securities in uncertificated form;
(16) any Events of Default, covenants and/or defined terms in addition to or in lieu of those set forth in this Indenture;
(17) 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 upon what terms and conditions upon which such Securities may be redeemed, defeased if different from the provisions set forth in whole or in part, at the option of the Companythis Indenture;
(k18) whether the Company is obligated to redeem or purchase any form of such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder thereof andSecurities, if so, the date or dates on which, unless the period Authorizing Resolution or periods within whichsupplemental indenture otherwise provides, the price or prices at which and the other terms and conditions upon which such Securities shall be redeemed or purchased, in whole or the form contained in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchasedArticle II;
(l19) the denominations in which any of such Securities terms that are Registered Securities shall may be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000required by or advisable under applicable law;
(m20) whether the percentage of the principal amount of the Securities which is payable if the maturity of the Securities is accelerated in the case of Securities issued at a discount from their face amount;
(21) if the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) 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;
(p) if the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities are to be payableguaranteed by any Guarantors, at the election names of the Company Guarantors of the Securities of the series (which may, but need not, include any 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, all of the date or dates on which, the period or periods within which, Initial Guarantors) 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 Guarantees of Securities denominated or payable, at the election of the Company or a Holder thereof or otherwise, in a Foreign Currency;
(q) 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 securities, 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;
(r) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such the series, or any covenants in addition to if such terms differ from those specified set forth in Section 4.02(c) relating to the Securities of such series which shall be subject to covenant defeasance14.1, and any deletions from, or modifications or additions to, the provisions of Article 4 XIV or any other provisions of this Indenture in respect connection with the Guarantees of the Securities of such the series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x22) any other terms in addition to or different from those contained in this Indenture. If the Securities of the series are to be guaranteed by any Guarantor pursuant to Article XIV, there shall be established in or pursuant to a Guarantor's Board Resolution of such Securities and any other deletions from Guarantor and, subject to Section 3.3, set forth, or modifications or additions to this Indenture determined in respect the manner provided, in a Guarantor's Officers' Certificate of such Securities. If any Guarantor, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of the series, the terms or provisions of the Guarantees by such Guarantor with respect to the Securities of the series, if such terms differ from those set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control14.1. 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 referred to above and (subject to Section 3.3 set forth forth, or determined in the manner provided, in the Officers’ ' Certificate referred to above or in any such 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 Officers’ Certificate or supplemental indenture 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 indenturehereto. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided pursuant to this Section 3.1 for any series, a after issuance of Securities of such series, such series may be reopened for issuances of additional Securities of such series or to establish additional that series. The terms of such any Security of a series may differ from the terms of Securitiesother Securities of the same series, if and to the extent provided pursuant to this Section 3.1. The matters referenced in any or all of Clauses (1) through (22) 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). If any of the terms of the Securities of any series shall be are established by action taken by or pursuant to a Board Resolution, the 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. If any of the terms of the Guarantees by any Guarantor of the Securities of the series are established by action taken pursuant to a Guarantor's Board Resolution of such seriesGuarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor's Officers' Certificate of such Guarantor setting forth the terms of such Guarantees. The Securities shall be subordinated in right of payment to Senior Debt as provided in Article XV.
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. The Securities may be issued in one or more series. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to one or more Company Board Resolutions, the followingand set forth in a Company Officers’ Certificate, or established in one or more indentures supplemental hereto:
(a1) the title of such the Securities and of the series in which such Securities shall be included;
(b2) 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 such the series pursuant to Section 3.04304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 3.05303, Section 3.06are deemed never to have been authenticated and delivered hereunder), Section 9.05 or Section 11.07, upon repayment in part and if such series may be reopened from time to time for the issuance of any Registered Security additional Securities of such series pursuant or to Article 13, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the establish additional terms of such Securities)series;
(c3) if such whether Securities of the series are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer both, whether Securities and Registered Securities, and whether of the Bearer Securities series are to be issuable with Coupons, or 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 versaSecurities;
(d4) 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 definitive 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 3.05Xxxxxxx 000, and (iiixxx) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) (i) the Person to whom any interest on any Registered 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, (ii) 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 (iii) 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 304;
(8) the date or dates, or the method or methods, if any, by which such date or dates shall be determined, determined on which the principal principal, and premium, if any, of such the Securities of the series is payable;
(h9) the rate or rates at which such the Securities of the series shall bear interest, if any, or the method or methods, if any, by pursuant to which such rate or rates are to shall be determined, the date or dates, if any, dates from which any 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, Dates on which any such interest shall be payable on a cash basis and payable, the Regular Record Date, if any, for the any interest payable on any 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 calculated, if other than that of a 360-day year of twelve 30-day months;
(i10) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where where, subject to the provisions of Section 1002, the principal of, any premium premium, if any, and interest (including Additional Amounts, if any) on or any Additional Amounts with respect to such Securities of the series shall be payable, any of such Securities that are Registered Securities of the series may be surrendered for registration of transfer or exchangetransfer, any Securities of such Securities the series may be surrendered for conversion or exchange exchange, notices and notices or demands to or upon the Company in respect of such the Securities of the series and this Indenture may be served, the extent served and where notice to which, or the manner in which, any interest payment or Additional Amounts on a global Security on an Interest Payment Date, Holders pursuant to Section 106 will be paid and the manner in which any principal of or premium, if any, on any global Security will be paidpublished;
(j11) whether the Securities of a series or any of such Securities them 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 of the series may be redeemed, in whole or in part, at the option of the Company;
(k12) whether the Company is obligated to redeem or purchase any Securities of such Securities the series pursuant to any sinking fund or analogous provision provisions or at the option of any a Holder thereof and, if so, and 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 of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation, obligation and any provisions provision for the remarketing of such the Securities of the series so redeemed or purchased;
(l13) the denominations in which any of such Securities that are Registered Securities of the series shall be issuable issuable, if other than the denominations of $2,000 and integral multiples of $1,000provided in Section 302, and the denomination or denominations in which any of such Securities that are Bearer Securities of the series shall be issuable issuable, if other than the denomination of $5,000denominations provided in Section 302;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of the Securities of the series or any of such Securities that them which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o15) if other than Dollarssuch coin or currency of the United States is at the time of payment legal tender for payment of public or private debts, the Foreign Currency coin or currency, composite currencies or currency unit or units in which payment of the principal of, premium, if any, or interest, if any, on or any premium Additional Amounts in respect of the Securities of the series or any of them shall be payable;
(16) if the principal of, premium, if any or interest on or any Additional Amounts with respect to any the Securities of such Securities shall be payable;
(p) if the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities series are to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars a coin or in a Foreign Currency currency, composite currencies or currency unit or units other than that in which such the Securities are stated to be payable, the date or dates currency in which payment of the principal of, premium, if any, and interest on which, and any Additional Amounts with respect to the period or periods within whichSecurities of such series as to which such election is made shall be payable, and the other periods within which and the terms and conditions upon which, which such election may is to 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;
(q17) whether the amount of payments of principal of, any premium premium, if any, or interest (including Additional Amounts, if any) on or any Additional Amounts with respect to such the Securities of the series 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 Currenciescurrencies, currency units, composite 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 determined and paid or payable;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or the Guarantor with respect to the Securities of the series or any of such Securitiesthem, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(s19) 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, then the form and terms of such certificates, documents or conditions;
(20) with respect to any Securities that may be issued in a private offering, the restrictions on transfer and legends relating to such Securities of the series and whether Securities of the series are entitled to registration or exchange rights;
(21) 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 and/or Authenticating Agent with respect to the Securities of the series;
(22) whether either any of the Securities of a series shall be issued as Original Issue Discount Securities;
(23) whether a credit facility or both other form of credit support will apply to Securities of such series, which may be different from any credit facility for any other series;
(24) whether Section 4.02(b) 403 relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 403 relating to the Securities of such series which shall be subject to covenant of defeasance, and any deletions from, or modifications or additions to, the provisions of Article 4 Four in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u25) 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;
(v) 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;
(w) 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; and
(x26) any other terms of such the Securities and of the series or any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any them (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture), the terms and provisions of the related Series Authorization shall control. All Securities of any one series series, and all Coupons, if any, the Coupons appertaining to any Bearer Securities of such series 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 rates of interest, if any, and Stated 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 one or more Company Board Resolution Resolutions and set forth in the such Company Officers’ 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 or an Authenticating Agent on original issue from time to time upon written order of persons designated in the Company Officers’ Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Company Officers’ Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Company Officers’ Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be are established by action taken by or pursuant to a Company Board Resolution, the a copy of an appropriate record of such action (including but not limited to such Company Board Resolution Resolution) shall be certified by the Secretary or an Assistant Secretary of the Company or certified by Company Order and delivered to the Trustee at or prior to the delivery of the Company Officers’ Certificate or Company Order setting forth the terms of such the series.
Appears in 1 contract
Samples: Indenture (Harley Davidson 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. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the related Series Authorization, the following:issuance of Securities of any series,
(a1) the title of the Securities of such series (which shall distinguish the Securities and of the series from all other Securities), including any change in which such Securities shall be includedthe applicable subordination provisions from those contained in Article Thirteen or, if applicable, those contained in Article Fifteen with respect to the Subsidiary Guarantees;
(b2) 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 such series pursuant to Section 2.03, 3.04, Section 3.05, Section 3.06, Section 9.05 9.06 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) if whether the Securities of the series will have the benefit of the Subsidiary Guarantees of the Subsidiary Guarantors;
(4) whether Securities of such Securities series are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer Securities and Registered Securities, initially in temporary global form and whether the Bearer any 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;
(d) if any of such Securities series 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 bothand, (ii) if so, whether beneficial owners of interests in any such global Security may exchange such interests for definitive Securities of the same such series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified provided in Section Sections 2.03 or 3.05, and (iii) the name Depositary for any global Security or Securities of the Depository or the U.S. Depository, as the case may be, with respect to any such global Securityseries;
(e5) if the manner in which any interest payable on a temporary global Security of such Securities are to series on any Interest Payment Date will be issuable as Bearer Securities or in global form, the date as of which any such Bearer Security or global Security shall be dated (paid if other than in the date of original issuance of the first of such Securities to be issued)manner provided in Section 3.04;
(f) 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;
(g6) the date or datesdates on which the principal or premium (if any) of the Securities of such series is payable or the method of determination thereof;
(7) the rate or rates, or the method or methodsof determination thereof, if any, by which such date or dates shall be determined, on at which the principal Securities of such Securities is payable;
(h) the rate or rates at which such Securities 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, 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 on a cash basis 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;
(i) 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, 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;
(j) whether any of such Securities are to be redeemable at the option of the Company and, if so, the date or dates from which such interest shall accrue, the Interest Payment Dates on whichwhich such interest shall be payable and, if other than as set forth in Section 1.01, the Regular Record Date for the interest payable on any Securities on any Interest Payment Date;
(8) the place or places where, subject to the provisions of Section 10.02, the principal of, premium (if any) and interest on or any Additional Amounts with respect to the Securities of such series shall be payable;
(9) the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the other terms and conditions upon which Securities of such Securities series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option, and the manner in which the Company must exercise any such option, if different from those set forth herein;
(k10) whether the obligation, if any, of the Company is obligated to redeem or purchase any Securities of such Securities series pursuant to any sinking fund or analogous provision provisions or at the option of any a Holder thereof and, if so, the date or dates on which, and the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the other terms and conditions upon which which, Securities of such Securities series shall be redeemed or purchased, purchased in whole or in part, part pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l11) the denominations denomination in which any Securities of such Securities that are Registered Securities series shall be issuable issuable, if other than denominations of $2,000 1,000 and any integral multiples multiple thereof;
(12) the currency or currencies (including composite currencies), if other than Dollars, or the form, including equity securities, other debt securities (including Securities), warrants or any other securities or property of $1,000the Company or any other Person, in which payment of the principal of, premium (if any) and interest on or any Additional Amounts with respect to the Securities of such series shall be payable;
(13) if the principal of, premium (if any) or interest on or any Additional Amounts with respect to 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 in which the Securities are stated to be payable, the currency or currencies (including composite currencies) in which payment of the principal of, premium (if any) and 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 denominations in periods within which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, and, if so, and the terms and conditions upon which such Securities will election is to 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 thereofmade;
(n14) if the amount of payments of principal of, premium (if any) and interest on or any Additional Amounts with respect to the Securities of such series may be determined with reference to any commodities, currencies or indices, values, rates or prices or any other index or formula, the manner in which such amounts shall be determined;
(15) if other than the entire principal face amount thereof, the portion of the par or stated face principal amount of any Securities of such Securities 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 is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined5.02;
(o16) if other than Dollars, the Foreign Currency in which payment any additional means of the principal of, any premium or interest on or any Additional Amounts satisfaction and discharge of this Indenture with respect to any Securities of such Securities shall be payableseries pursuant to Section 4.01, any additional conditions to discharge pursuant to Section 4.01 or 4.03 and the application, if any, of Section 4.03;
(p17) 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 payabledefinitions set forth in Section 1.01, at the election of the Company or a Holder thereof or otherwise, in a Foreign Currency;
(q) 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 securities, 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;
(r) any deletions from, modifications of or additions to the Events of Default set forth in Section 5.01 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;
(s) whether either or both of Section 4.02(b) relating in Article Ten pertaining to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(t18) if the form Securities of such series are to be convertible into or forms exchangeable for equity securities, other debt securities (including Securities), warrants or any other securities or property of the Debt Securities Guarantee AgreementCompany or any other Person, if different from at the Debt Securities Agreement contemplated hereby option of the Company or the Holder or upon the occurrence of any condition or event, the terms and defined hereinconditions for such conversion or exchange;
(u19) whether any of such Securities are will be subject to be issuable upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and deliveredcertain optional interest rate reset provisions;
(v20) if any of such Securities are to be issuable in global form and are to be issuable in definitive form (whether upon original issue the additions 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;
(w) if there is more than one Trustee, the identity of the Trustee andchanges, if not any, to the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent Indenture with respect to such SecuritiesSecurities as shall be necessary to permit or facilitate the issuance of such Securities in bearer form, registered or not registrable as to principal, and with or without interest coupons; and
(x21) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any series (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture), the terms and provisions of the related Series Authorization shall control. 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 referred to above and (subject to Section 3.03) set forth forth, or determined in the manner provided, in the Officers’ ' Certificate referred to above or in any such indenture or indentures supplemental hereto pertaining to such series hereto. At the option of Securities. The terms of the Company, interest on the Securities of any series that bears interest may provide, without limitation, that be paid by mailing a check to the Securities address of any Holder as such address shall be authenticated and delivered by the Trustee on original issue from time to time upon written order of persons designated appear in the Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of SecuritiesSecurity Register. If any of the terms of the Securities of any series shall be are established by action taken by or pursuant to a Board Resolution, the a copy of an appropriate record of such action together with such 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 such 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. The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. Each Subsidiary Guarantee shall be subordinated in right of payment to Senior Indebtedness of the applicable Subsidiary Guarantor as provided in Article Fifteen.
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. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established by or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the related Series Authorization, manner or method provided in an Officers' Certificate or in one or more indentures supplemental hereto prior to the followingissuance of Securities of each series:
(a1) the title of such the Securities and of the series in (which such shall distinguish the Securities shall be includedof the series from all other Securities);
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 906, 1107 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities1306);
(c3) if whether such Securities of the series 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;
(d) Securities; provided that if any of such Board Resolution shall fail to specify whether such Securities are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer Securities and Registered Securities, such Securities shall be issued as Registered Securities.
(4) whether any of such Securities of the series are to be issuable initially in global form, when any of such Securities are to be issuable in global form and and, if so, (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 definitive Securities of the same such series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if If other than in the manner specified in Section 3.05305, and (iiiii) the name of the Depository depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and (iii) the manner in which interest payable on a global Security will be paid;
(e5) 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);
(f6) 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 (representing all of the Outstanding Bearer Securities of the series) payable in respect of an Interest Payment Date therefor prior to the exchange, if any, 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;
(g7) 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 the Securities of the series is payable;
(h) 8) the rate or rates rates, or the method to be used in ascertaining the rate or rates, at which such the 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, if any, dates from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determinedaccrue, the Interest Payment Dates, if any, Dates on which such interest shall be payable on a cash basis and the Regular Record Date, if any, for the interest payable on Registered Securities on any each Interest Payment Date, and whether and under what circumstances Additional Amounts on such Securities or any of them shall be payable, the noticepayable and, if anyso, whether the Company has the option to Holders regarding redeem the determination of interest on a floating rate Security and the manner of giving affected Securities rather than pay such notice, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day monthsAdditional Amounts;
(i9) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal ofof (and premium, any premium if any) and interest interest, if any, 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 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;
(j10) 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 of the series may be redeemed, in whole or in part, at the option of the Company;
(k11) whether 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 whichwhich and the terms and conditions, if any, upon which Securities of the price series may be converted into other securities;
(12) the terms and conditions, if any, upon which Capital Securities shall be exchangeable for Securities of the series, including the place or prices places at which and the other terms and conditions upon period or periods within which such Capital Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions exchangeable for Securities of the remarketing of such Securities so redeemed or purchasedseries;
(l13) the denominations terms and conditions, if any, upon which the Company may designate Optional Available Funds for Securities of the series;
(14) the terms and conditions, if any, upon which the Company shall designate Available Funds for Securities of the series, including any covenant or option of the Company with respect thereto;
(15) if other than the principal amount thereof, the percentage, or the method to be used in calculating the percentage, of the principal amount of the Securities of the series to be applicable at any particular time for purposes of determining the amount of Capital Securities which any of such Securities that are Registered Securities shall be issuable exchangeable for Securities of the series or the amount of cash which the Holders of Securities of the series shall be entitled to receive on account of principal (such percentage being herein referred to as the "Applicable Percentage");
(16) if other than denominations of $2,000 1,000 and any integral multiples multiple thereof, the denominations in which Registered Securities of $1,000, the series shall be issuable and the denominations in which any Securities of such Securities the series that are Bearer Securities shall be issuable if other than the denomination of $5,000;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n17) if other than the principal face amount thereof, the portion portion, or the method to be used in calculating the portion, of the par or stated face principal amount of the Securities of the series at any of such Securities that particular time which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined502;
(o18) if other than Dollarsthe Currency or Currencies, the Foreign Currency including any composite of Currencies, in which payment of the principal ofof (and premium, any premium if any) or interest interest, if any, on or any Additional Amounts with respect to any of such the Securities shall be payable;
(p) 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 series shall or a Holder thereof or otherwisemay be payable (if other than Currency of the United States of America), in Dollars or which case any references 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 "cash", "funds", "Money" or to facilitate the issuance of Securities denominated "sum" shall mean any such Currency or payable, at the election of the Company or a Holder thereof or otherwise, in a Foreign Currency;
(q) 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, commoditiesincluding any composite of Currencies, equity securities, equity indices or other indices), and, if so, as the terms and conditions upon which and the manner in which such amounts shall be determined and paid or payablecontext requires;
(r) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (J P Morgan Chase & Co)
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. 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 set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 or transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13, Thirteen or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.05305, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to any of such Securities, 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;
(s19) whether if either or both of Section 4.02(b402(2) relating to defeasance or Section 4.02(c402(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 4.02(c402(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 4 Four in respect of the Securities of such series;
(t20) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v21) 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;
(w22) 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 any Registered Security of such series shall be payable, if other than the Person in whose name the Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture; and
(x24) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 Officers’ ' 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 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 providedprovided by the Company as contemplated by this Section 301, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Bay View 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officers’ Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title and series of such Securities, which may include medium-term notes;
(2) the total principal amount of the series of such Securities and the series in which such Securities whether there shall be included;
(b) any limit upon the aggregate principal amount of the such Securities of such title or the Securities of such series which that 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.6 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities11.7);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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 and premium, if any, on the Securities is shall be payable;
(h) 8) the Person to whom any interest on a Security shall be payable, if other than the Person in whose name that Security is registered at the close of business on the Regular Record Date for such interest; the rate or rates at which such Securities shall bear interest, if any, which rate may be zero in the case of certain Securities issued at an issue price representing a discount from the principal amount payable at Maturity, or the method or methods, if any, by which such rate or rates are to will be determineddetermined (including, if applicable, any remarketing option or similar method), and the date or datesdates from which such interest, if any, from which such interest shall will accrue or the method or methods, if any, by which such date or dates are to will be determined, the Interest Payment Dates, if any, on which such interest shall be payable on a cash basis 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 360-360 day year of twelve 30-day months;
(i9) the date or dates on which interest, if any, on such Securities shall be payable and any Regular Record Dates applicable to the date or dates on which interest will be so payable;
(10) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of, of or any premium and or interest on or any Additional Amounts with respect to such Securities shall be payable, where any of such Securities that are Registered Securities issued in registered form may be surrendered for registration of of, transfer or exchange, and where any of such Securities may be surrendered for conversion or exchange and notices or of demands to or upon the Company in respect of such Securities and this Indenture may be served, the extent to which, or and 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;
(j11) whether any of if such Securities are to be redeemable at the option of the Company and, if soCompany’s option, 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 Company’s option of the Companypursuant to any sinking fund or otherwise;
(k12) provisions specifying whether the Company is shall be obligated to redeem redeem, purchase or purchase repay any of such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder thereof of such Securities 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 redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l13) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 2,000, and any integral multiples multiple of $1,0001,000 thereof, and the denominations in which any of such Securities that are Bearer Securities shall to be issued in registered form will be issuable and, if other than the a denomination of $5,000, the denominations in which any Securities to be issued in bearer form will be issuable;
(m14) provisions specifying whether the Securities of the series will be convertible into shares other securities or property of Common Stock of any Person (including the Company Company) and/or exchangeable for other securities, whether securities or not issued by property of any Person (including the Company, ) and, if so, the terms and conditions upon which such Securities will shall 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;
(n15) if other than the principal face amount thereofamount, the portion of the par principal amount (or stated face amount of any the method by which such portion will be determined) of such Securities that shall will be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case terms of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determinedthis Indenture;
(o16) whether the Securities of the series to be issued will be Original Issue Discount Securities and the amount of discount with which such Securities may be issued;
(17) if other than Dollars, the Currency of payment, including composite Currencies and Foreign Currency in which payment Currencies, of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payableSecurities;
(p18) if other than as provided in Section 4.2, the manner in which the Securities of the series are to be defeased;
(19) provisions specifying whether the principal of, or any premium or interest on or any Additional Amounts with respect to any of such Securities are to shall be payable, at the election of the Company or a Holder thereof or otherwiseHolder, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be payable, payable and 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 Currencyrate;
(q20) whether any index, formula or other method used to determine the amount of payments of principal of, or any premium or interest on or any Additional Amounts with respect to such Securities;
(21) provisions specifying whether such Securities may are to 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 issued in the form of one or more Currencies, commodities, equity securities, equity indices or other indices), global Securities and, if so, the terms and conditions upon which and identity of the manner in which Depository for such amounts shall be determined and paid global Security or payableSecurities;
(r22) any deletions from, modifications of or additions to the Events of Default or covenants of the Company that are contained herein 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;
(s23) terms specifying whether either or both of the provisions described below under Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance 4.2 shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such seriesSecurities;
(t24) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) terms specifying whether any of such Securities are to be issuable issued upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered;
(v) 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;
(w) 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; and
(x25) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Additional Securities of such series or to establish additional terms of such series of Securities pursuant to Section 3.12. The Company also may issue, and the Trustee may authenticate, Securities with the same terms as previously issued Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Cit 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 seriesseries and shall be designated as Senior Securities, Senior Subordinated Securities or Junior Subordinated Securities. With respect 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 be authenticated the Company’s Senior Indebtedness and delivered hereunder, there 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 authority granted by one or more Board Resolutions and, subject to Section 3.03, set forth, or determined in the related Series Authorizationmanner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, 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):
(ai) the title of such the Securities and of the series in including CUSIP numbers (which shall distinguish the Securities of such Securities shall be includedseries from all other series of Securities);
(bii) any limit upon the aggregate principal amount of the Securities of such title or the Securities of 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 such the series pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.05 9.06, 11.07 or Section 11.0713.05, upon repayment in part of and except for any Registered Security of such series Securities which, pursuant to Article 13Section 3.03, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant are deemed never to its terms, or pursuant to or as contemplated by the terms of such Securitieshave been authenticated and delivered hereunder);
(c) 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;
(d) 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 definitive 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 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e) 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);
(f) 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;
(g) the date or dates, or the method by which such date or methodsdates will be determined or extended, on which the principal of the Securities of the series shall be payable;
(iv) 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, on which the principal of such Securities is payable;
(h) 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, Dates on which such interest shall will be payable on a cash basis and the Regular Record Date, if any, for the interest payable on any Registered Securities Security on any Interest Payment Date, whether and under what circumstances Additional Amounts on or the method by which such Securities or any of them date 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 noticedetermined, and the basis upon which such interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(iv) the place or places, if any, other than or in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal ofof (and premium, any premium if any) and interest interest, if any, on or any Additional Amounts with respect to such Securities of the series shall be payable, any of such Securities that are Registered Securities of the series may be surrendered for registration of transfer or transfer, Securities of the series may be surrendered for exchange, any where Securities of such Securities that series that are convertible or exchangeable may be surrendered for conversion or exchange exchange, as applicable, and where notices or demands to or upon the Company in respect of such the Securities of the series and this Indenture may be served, ;
(vi) the extent to period or periods within 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;
(j) 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, the Currency or Currencies in 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, if the Company is to have the option;
(kvii) whether the obligation, if any, of the Company is obligated to redeem redeem, repay or purchase any Securities of such Securities the series pursuant to any sinking fund or analogous provision or at the option of any a Holder thereof andthereof, if so, and the period or periods within which or the date or dates on which, the period or periods within which, the price or prices at which which, the Currency or Currencies in which, and the other terms and conditions upon which such Securities of the series shall be redeemed redeemed, repaid or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(lviii) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denomination or denominations in which any Registered Securities of such Securities that are Bearer Securities the series shall be issuable issuable;
(ix) if other than the denomination Trustee, the identity of $5,000each Security Registrar and/or Paying Agent;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(nx) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any Securities of such Securities the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 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 is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(oxi) if other than Dollars, the Foreign Currency or Currencies in which payment of the principal ofof (or premium, any premium if any) or interest interest, if any, on the Securities of the series shall be made or any Additional Amounts with respect 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 such Securities shall be payablethe provisions of Section 3.12;
(pxii) whether the amount of payments of principal of (or premium, if any) or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other 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;
(xiii) whether the principal ofof (or premium, any premium if any) or interest interest, if any, on or any Additional Amounts with respect to any the Securities of such Securities the series are to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars one or in a Foreign Currency more Currencies other than that in which such Securities are denominated or stated to be payable, the date or dates on which, the period or periods within whichwhich (including the Election Date), 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 or Currencies in which such Securities are denominated or stated to be payable and the Currency or Currencies in which such Securities or any of them are to be paid pursuant paid, in each case in accordance with, in addition to such election, and or in lieu of 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 Currencyprovisions of Section 3.12;
(qxiv) whether provisions, if any, granting special rights to the amount Holders of payments Securities of principal ofthe series, any premium or interest on or any Additional Amounts including with respect to any collateral securing 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 securities, 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 payableSecurities;
(rxv) 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 any Securities of such Securitiesthe series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;
(sxvi) whether either 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;
(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 both 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 4.02(b3.04; 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;
(xix) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable the applicability, if any, of Sections 14.02 and/or 14.03 to the Securities of such seriesthe series and any provisions in modification of, or any covenants in addition to those specified or in Section 4.02(clieu of any of the provisions of Article Fourteen;
(xx) relating to if 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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 SecuritySecurity of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and and/or terms of such certificates, documents or conditions;
(wxxi) if there is more than one Trusteewhether, under what circumstances and the Currency in which, the identity Company will pay Additional Amounts as contemplated by Section 10.04 on the Securities of the Trustee 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 not so, whether the TrusteeCompany will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);
(xxii) the designation of the initial Exchange Rate Agent, if any;
(xxiii) if the Securities of the series are to be issued upon the exercise of warrants, the identity time, manner and place for such Securities to be authenticated and delivered;
(xxiv) if the Securities of each Security Registrarthe series are to be convertible into or exchangeable for any securities of any Person (including the Company), Paying Agent the terms and conditions upon which such Securities will be so convertible or Authenticating Agent with respect exchangeable;
(xxv) if the Securities of the series are to be listed on a securities exchange, the name of such Securitiesexchange; and
(xxxvi) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any the series (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of this Indenture or the related Series Authorizationrequirements of the Trust Indenture Act), the terms including secured Securities and provisions of the related Series Authorization shall control. 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 Officers’ Certificate or in any indenture or indentures supplemental hereto pertaining to such series guarantees 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series or to establish additional terms of such series of Securitiesseries. If any of the terms of the Securities of any series shall be are established by action taken by or pursuant to one or more Board Resolutions, a Board Resolution, the Board Resolution copy of an appropriate record of such 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 (Garrison Capital 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officers’ Certificate, the followingor established in one or more indentures supplemental hereto:
(a1) the title and series of such Securities, which may include medium-term notes;
(2) the total principal amount of the series of such Securities and the series in which such Securities whether there shall be included;
(b) any limit upon the aggregate principal amount of the such Securities of such title or the Securities of such series which that 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.6 or Section 11.07, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities12.7);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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 and premium, if any, on the Securities is shall be payable;
(h) 8) the Person to whom any interest on a Security shall be payable, if other than the Person in whose name that Security is registered at the close of business on the Regular Record Date for such interest; the rate or rates at which such Securities shall bear interest, if any, which rate may be zero in the case of certain Securities issued at an issue price representing a discount from the principal amount payable at Maturity, or the method or methods, if any, by which such rate or rates are to will be determineddetermined (including, if applicable, any remarketing option or similar method), and the date or datesdates from which such interest, if any, from which such interest shall will accrue or the method or methods, if any, by which such date or dates are to will be determined, the Interest Payment Dates, if any, on which such interest shall be payable on a cash basis 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;
(i9) the date or dates on which interest, if any, on such Securities shall be payable and any Regular Record Dates applicable to the date or dates on which interest will be so payable;
(10) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of, of or any premium and or interest on or any Additional Amounts with respect to such Securities shall be payable, where any of such Securities that are Registered Securities issued in registered form may be surrendered for registration of of, transfer or exchange, and where any of such Securities may be surrendered for conversion or exchange and notices or of demands to or upon the Company in respect of such Securities and this Indenture may be served, the extent to which, or and 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;
(j11) whether any of if such Securities are to be redeemable at the option of the Company and, if soCompany’s option, 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 Company’s option of the Companypursuant to any sinking fund or otherwise;
(k12) provisions specifying whether the Company is shall be obligated to redeem redeem, purchase or purchase repay any of such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder thereof of such Securities 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 redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l13) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 2,000, and any integral multiples multiple of $1,0001,000 thereof, and the denominations in which any of such Securities that are Bearer Securities shall to be issued in registered form will be issuable and, if other than the a denomination of $5,000, the denominations in which any Securities to be issued in bearer form will be issuable;
(m14) provisions specifying whether the Securities of the series will be convertible into shares other securities or property of Common Stock of any Person (including the Company Company) and/or exchangeable for other securities, whether securities or not issued by property of any Person (including the Company, ) and, if so, the terms and conditions upon which such Securities will shall 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;
(n15) if other than the principal face amount thereofamount, the portion of the par principal amount (or stated face amount of any the method by which such portion will be determined) of such Securities that shall will be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case terms of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determinedthis Indenture;
(o16) whether the Securities of the series to be issued will be Original Issue Discount Securities and the amount of discount with which such Securities may be issued;
(17) if other than Dollars, the Currency of payment, including composite Currencies and Foreign Currency in which payment Currencies, of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payableSecurities;
(p18) if [reserved];
(19) provisions specifying whether the principal of, or any premium or interest on or any Additional Amounts with respect to any of such Securities are to shall be payable, at the election of the Company or a Holder thereof or otherwiseHolder, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be payable, payable and 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 Currencyrate;
(q20) whether any index, formula or other method used to determine the amount of payments of principal of, or any premium or interest on or any Additional Amounts with respect to such Securities;
(21) provisions specifying whether such Securities may are to 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 issued in the form of one or more Currencies, commodities, equity securities, equity indices or other indices), global Securities and, if so, the terms and conditions upon which and identity of the manner in which Depository for such amounts shall be determined and paid global Security or payableSecurities;
(r22) any deletions from, modifications of or additions to the Defaults, Events of Default or covenants of the Company that are contained herein 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;
(s23) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series[reserved];
(t24) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) terms specifying whether any of such Securities are to be issuable issued upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered;
(v25) if any of such Securities are to be issuable in global form and are to be issuable in definitive form (whether upon original issue trustees, paying agents, transfer agents 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;
(w) 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 registrars with respect to such Securities; and
(x26) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Additional Securities of such series or to establish additional terms of such series of Securities pursuant to Section 3.12. The Company also may issue, and the Trustee may authenticate, Securities with the same terms as previously issued Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series. The Securities shall be subordinated in right of payment to Company Senior Indebtedness as provided in Article 11.
Appears in 1 contract
Samples: Indenture (Cit 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of the Securities of such Securities and the series in which such Securities shall be includedseries;
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13, Thirteen or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.05Xxxxxxx 000, and (iiixxx) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for Common Stock or other securities, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) 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;
(s19) whether if either or both of Section 4.02(b402(2) relating to defeasance or Section 4.02(c402(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 4.02(c402(3) relating to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities of such series are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company's obligation to repurchase or repay such Securities will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance pursuant to Section 402, and, if the Holders of such Securities have the right to convert or exchange such Securities into Common Stock or other securities, if the right to effect such conversion or exchange will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article 4 Four in respect of the Securities of such series;
(t20) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v21) 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;
(w22) 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 any Registered Security of such series shall be payable, if other than the Person in whose name the Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture;
(24) If the Securities of such series are Subordinated Securities, the terms pursuant to which the Securities of such series will be made subordinate in right of payment to Senior Indebtedness and the definition of such Senior Indebtedness with respect to such series (in the absence of an express statement to the effect that the Securities of such series are subordinate in right of payment to all such Senior Indebtedness, the Securities of such series shall not be subordinate to Senior Indebtedness and shall not constitute Subordinated Securities); and, in the event that the Securities of such series are Subordinated Securities, a Board Resolution, Officers' Certificate or supplemental indenture, as the case may be, establishing the terms of such series shall expressly state which articles, sections or other provisions thereof constitute the "Subordination Provisions" with respect to the Securities of such series;
(25) whether and under what circumstances the Company will pay Additional Amounts on such Securities to any Holder who is a United States Alien in respect of any specified tax, assessment or other governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts; and
(x26) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 Officers’ ' 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 telephonic or written order of persons designated in the Board Resolution, Officers’ " Certificate or supplemental indenture indenture, as the case may be, pertaining to such series of Securities (telephonic instructions to be promptly confirmed in writing by such person) and that such persons are authorized to determine, consistent with such Board Resolution, Officers’ ' Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Board Resolution, Officers’ ' Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company as contemplated by this Section 301, a series may be reopened from time to time without consent of any Holder for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (CNF Transportation 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of the Securities of such Securities and the series in which such Securities shall be includedseries;
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13, Thirteen or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities or property pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.05Xxxxxxx 000, and (iiixxx) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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 is payable;
(h) 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 on a cash basis 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;
(i9) whether Securities of the series are entitled to any benefits of any Guarantee of any Guarantor pursuant to this Indenture;
(10) 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, 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;
(j11) 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;
(k12) whether 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;
(l13) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess 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;
(m14) whether the such Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for Common Stock or other securitiessecurities or property, whether or not issued by the Company, and, 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;
(n15) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o16) if other than Dollars, the Foreign Currency in which purchases of such Securities must be made and 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;
(p17) 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;
(q18) whether if 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 securities, 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;
(r19) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to any of such Securities, Securities (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein), and if Section 1010 shall be inapplicable with respect to any such additional covenants;
(s20) whether either if any one or both more of Section 4.02(b401 relating to satisfaction and discharge, Section 402(2) relating to defeasance or Section 4.02(c402(3) relating to covenant defeasance shall not be applicable to the Securities of such seriesSecurities, or and any covenants in addition to or other than those specified in Section 4.02(c402(3) relating to the such Securities of such series which shall be subject to covenant defeasance, and, if such Securities are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company’s obligation to repurchase or repay such Securities will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and, if the Holders of such Securities have the right to convert or exchange such Securities into Common Stock or other securities or property, if the right to effect such conversion or exchange will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article 4 in Four (including any modification which would permit satisfaction and discharge, defeasance or covenant defeasance to be effected with respect to less than all of the outstanding Securities of such series) in respect of such Securities;
(t21) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v22) 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;
(w23) whether and under what circumstances the Company will pay Additional Amounts on such Securities to any holder who is a United States Alien in respect of any tax, assessment or other government charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(24) 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;
(25) the Person to whom any interest on any Registered Security of such series shall be payable, if other than the Person in whose name such Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture; and
(x26) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 Officers’ 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 telephonic or written order of persons designated in the Board Resolution, Officers’ Certificate or supplemental indenture indenture, as the case may be, pertaining to such series of Securities (telephonic instructions to be promptly confirmed in writing by such person) and that such persons are authorized to determine, consistent with such Board Resolution, Officers’ Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Board Resolution, Officers’ Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company as contemplated by this Section 301, a series may be reopened from time to time without the consent of any Holders for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of the Securities of such Securities and the series in which such Securities shall be includedseries;
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 1005 or Section 11.07, 1207 or 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such SecuritiesFourteen);
(c3) 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;
(d4) 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 definitive 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 3.05305, and (iii) the name of the Depository or the U.S. Depository, as the case may be, Depositary with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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 shall be credited to the Persons entitled to interest payable on such Interest Payment Date;
(g7) 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 and premium on, if any, of such Securities is payable;
(h) 8) the rate or rates (which may be fixed or variable) 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 on a cash basis 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;
(i9) 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 or the Trustee 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;
(j10) 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;
(k11) whether if the Company is obligated to redeem or purchase repay 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 purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000issuable;
(m) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n13) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 602 or the method by which such portion is to be determined;
(o14) if other than Dollars, the Foreign Currency in which purchases of such Securities must be made and 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;
(p15) 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;
(q16) whether if 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 securities, 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;
(r17) any deletions from, modifications of or additions to the Events of Default or covenants of either of the Company or the Guarantor with respect to any of such Securities, Securities (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein);
(s18) whether either if any one or both more of Section 4.02(b501 relating to satisfaction and discharge, Section 502(2) relating to defeasance or Section 4.02(c502(3) relating to covenant defeasance shall not be applicable to the Securities of such seriesSecurities, or and any covenants in addition to or other than those specified in Section 4.02(c502(3) relating to the such Securities of such series which shall be subject to covenant defeasance, and, if such Securities are subject to repayment at the option of the Holders thereof pursuant to Article Fourteen, if the Company’s or the Guarantor’s, as applicable, respective obligations to repay such Securities shall be subject to satisfaction and discharge pursuant to Section 501 or to defeasance or covenant defeasance pursuant to Section 502, and any deletions from, or modifications or additions to, the provisions of Article 4 in Five (including any modification which would permit satisfaction and discharge, defeasance or covenant defeasance to be effected with respect to less than all of the outstanding Securities of such series) in respect of such Securities;
(t19) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v20) 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;
(w21) the circumstances under which the Company or the Guarantor, as applicable, shall pay Additional Amounts on such Securities in respect of any tax, assessment or other government charge and whether the Company or the Guarantor, as applicable, shall have the option to redeem such Securities rather than pay such Additional Amounts;
(22) if there is more than one Trustee, the identity of the Trustee that has any obligations, duties and remedies with respect to such Securities 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 any Registered Security of such series shall be payable, if other than the Person in whose name such Registered 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 such series shall be payable, if other 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 shall be paid if other than in the manner provided in this Indenture; and
(x24) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 Officers’ 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 receipt of a Company Order of persons designated in the Officers’ Board Resolution, Officer’s Certificate or supplemental indenture indenture, as the case may be, pertaining to such series of Securities and that such persons are authorized to determine, consistent with such Officers’ Board Resolution, Officer’s Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ Board Resolution, Officer’s Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company as contemplated by this Section 301, a series may be reopened from time to time without notice to or the consent of any Holders for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board ResolutionResolutions, the such Board Resolution Resolution(s) shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (WPC Eurobond B.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. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a Resolution of the related Series AuthorizationCompany and, subject to Section 303, set forth, or determined in the following:
manner provided, in an Officers' Certificate of the Company (which shall comply with Section 102 ), or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series: (a) the title of such the Securities and of the series in (which such shall distinguish the Securities shall be included;
of the series from all other Securities); (b) 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 such the series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 906 or Section 11.071107 and except for any Securities which, upon repayment in part of any Registered Security of such series pursuant to Article 13Section 303, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant are deemed never to its terms, or pursuant to or as contemplated by the terms of such Securitieshave been authenticated and delivered hereunder);
; (c) if such whether Securities of the series are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer both, whether any Securities and Registered Securities, and whether of the Bearer Securities series are to be issuable with Coupons, without Coupons or both, initially in temporary global form and whether any restrictions applicable to the offer, sale or delivery Securities of the Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa;
(d) if any of such Securities series 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 with or bothwithout coupons and, if so, (iii) whether beneficial owners of interests in any such permanent global Security may exchange such interests for definitive Securities of the same such series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified provided in Section 3.05305, and (iiiii) the name of the Common Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
; (ed) if the Person to whom any interest on any Registered Security 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 series shall be dated (payable, if other than the date Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of original issuance of business on the first of Regular Record Date for such Securities to be issued);
(f) 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 eventinterest, 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;
(g) the date or datesmanner in which, or the method or methodsPerson to whom, if any, by which such date or dates shall be determined, on which the principal of such Securities is payable;
(h) 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 any 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 on a cash basis 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 Bearer Security of them the series shall be payable, if otherwise than upon presentation and surrender of the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving such noticecoupons appertaining thereto as they severally mature, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;
(i) 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, the extent to which, or the manner in which, any interest payment or Additional Amounts payable on a temporary global Security on an Interest Payment Date, Date will be paid and if other than in the manner provided in Section 304; (e) the date or dates on which any the principal of the Securities of the series is payable and whether such date or premiumdates may be extended at the option of the Company; (f) the rate or rates (or formula for determining such 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 12 Dates on which any such interest shall be payable, and the Regular Record Date for any interest payable on any global Security will be paid;
Registered Securities on any Interest Payment Date; (jg) whether any the interest rate or interest rate formula, as the case may be, for Securities of such Securities are to the series may be redeemable reset at the option of the Company and, if so, the date or dates on whichwhich such interest rate or interest rate formula, as the case may be, may be reset; (h) the place or places where, subject to the provisions of Section 1002, 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 registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company or the Guarantor in respect of the Securities of the series and this Indenture may be served; (i) the period or periods within which, the price or prices at 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;
Company or repaid at the option of the Holders; (kj) whether the obligation, if any, of the Company is obligated to redeem or purchase any Securities of such Securities the series pursuant to any sinking fund or analogous provision provisions or at the option of any a Holder thereof and, if so, the date or dates on which, and the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities of the series 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;
; (lk) the denominations in which any of such Securities that are Registered Securities of the series shall be issuable issuable, if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denomination or denominations in which any of such Securities that are Bearer Securities of the series shall be issuable issuable, if other than the denomination of $5,000;
; (m1) whether the currency or currencies, including composite currencies, in which payment of the principal of and any premium and interest on the Securities of the series will shall be convertible into shares of Common Stock payable if other than the currency of the Company and/or exchangeable for other securities, whether United States; (m) if the amount of payments of principal of and any premium or not issued by interest on the Company, and, if soSecurities of the series may be determined with reference to an index, the terms and conditions upon manner in which such Securities will amounts shall 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;
determined; (n) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any Securities of such Securities that the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
502; (o) 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;
(p) 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;
(q) 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 securities, 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;
(r) any deletions from, modifications of or additions to the additional Events of Default or restrictive 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) relating to the Securities of such series which shall be subject are not set forth herein; (p) the application, if any, of Section 403 to covenant defeasance, and any deletions from, or modifications or additions to, the provisions of Article 4 in respect of the Securities of such the series;
; (tq) the form or forms application, if any, of Section 1008 to the Securities of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby series; and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(xr) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any the series (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture), the terms and provisions of the related Series Authorization shall control. All Securities of any one series and all Coupons, if any, the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, 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 referred to above and (subject to Section 303) set forth in the Officers’ ' Certificate referred to above or in any such 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securitieshereto. If any of the terms of the Securities of any series shall be are established by action taken by or pursuant to a Board ResolutionResolution of the Company, the 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 the series.. 13
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. The Securities of each series shall be subordinated in right of payment to all Senior Indebtedness with respect to such series as provided in Article 16. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorization, the following:
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, 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 Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis and the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest Payment Date, 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 5.2 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) the relative degree, if any, to which Securities of such series and the guarantee in respect thereof shall be senior to or be subordinated to other series of Securities and the guarantee in respect thereof or other Indebtedness of the Company in right of payment, whether such other series of Securities or other Indebtedness is outstanding or not;
(19) 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;
(s20) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(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 4.02(c4.2(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 4 in respect of the Securities of such series;
(t21) the form or forms of the Subordinated Debt Securities Guarantee Agreement, if different from the Subordinated Debt Securities Agreement contemplated hereby and defined herein;
(u22) 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;
(v23) 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;
(w24) 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; and
(x25) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 3.1 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ ' 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 Officers’ ' Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officers' Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series in which such Securities shall be included;
(b2) 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 or transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.5 or Section 11.0711.7, upon repayment in on part of any Registered Security of such series pursuant to Article 13Thirteen, upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.053.5, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e5) 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);
(f6) 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;
(g7) 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;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) 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 securities, 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;
(r18) 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;
(s19) whether if either or both of Section 4.02(b4.2(4)(b) relating to defeasance or Section 4.02(c4.2(4)(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c4.2(4)(c) relating to the Securities of such series which shall be subject to covenant of defeasance, and any deletions from, or modifications or additions to, the provisions of Article 4 Four in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v20) 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;
(w21) 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; and
(x22) any other terms of such Securities (including, but not limited to, any additional covenants of the Company applicable to such Securities) and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 Officers’ ' 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 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 providedprovided by the Company, a series may be reopened reopened, without the consent of the Holders, for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such series.
Appears in 1 contract
Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which that may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a Board Resolution, and set forth, or determined in the related Series Authorizationmanner provided, in an Officers' Certificate of U.S. Propane, L.L.C. or in a Partnership Order, or established in one or more indentures supplemental hereto, prior to the followingissuance of Debt Securities of any series:
(a1) the title of such the Debt Securities and of the series in (which such shall distinguish the Debt Securities shall be includedof the series from the Debt Securities of all other series);
(b2) any if there is to be a limit, the limit upon the aggregate principal amount of the Debt Securities of such title or the Securities of such series which that 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 such the series pursuant to Section 3.042.08, 2.09, 2.12, 2.17, 3.07 or 9.05 and except for any Debt Securities which, pursuant to Section 3.052.04 or 2.17, Section 3.06are deemed never to have been authenticated and delivered hereunder); provided, Section 9.05 or Section 11.07however, upon repayment that unless otherwise provided in part the terms of any Registered Security the series, the authorized aggregate principal amount of such series may be increased before or after the issuance of any Debt Securities of the series by a Board Resolution (or action pursuant to Article 13, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant a Board Resolution) to its terms, or pursuant to or as contemplated by the terms of such Securities)effect;
(c3) if such whether any Debt Securities of the series are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer Securities and Registered Securities, initially in temporary global form and whether the Bearer any Debt 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;
(d) if any of such Securities series are to be issuable in permanent global form, when any of such as Global Securities are to be issuable in global form and (i) whether such Securities are to be issued in temporary or permanent global form or bothotherwise, (ii) and, if so, whether beneficial owners of interests in any such global Global Security may exchange such interests for definitive Debt Securities of the same such series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified provided in Section 3.052.17, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;
(e) if any of such Securities are to be issuable as Bearer Securities or in global form, the date as of which any such Bearer initial Depositary and Security or global Security shall be dated (if other than the date of original issuance of the first of such Securities to be issued);
(f) 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 exchangeCustodian, if any, for any Global Security or Securities of such temporary Bearer Security for definitive Securities shall be paid to any clearing organization with respect to series;
(4) the portion of such temporary Bearer Security held for its account and, manner 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 a temporary Global Security on any Interest Payment DateDate will be paid if other than in the manner provided in Section 2.14;
(g5) 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 and premium (if any) on the Debt Securities of the series is payablepayable or the method of determination thereof;
(h6) the rate or rates rates, or the method of determination thereof, at which such the Debt Securities of the series shall bear interest, if any, or the method or methods, if any, by which under what circumstances Additional Amounts with respect to such rate or rates are to Debt Securities shall be determinedpayable, the date or dates, if any, dates from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determinedaccrue, the Interest Payment Dates, if any, Dates on which such interest shall be payable on a cash basis and the Regular Record Date, if any, record date for the interest payable on Registered any Debt Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts or if other than provided herein, the Person to whom any interest on such Debt Securities or any of them the series 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;
(i7) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where where, subject to the provisions of Section 4.02, the principal of, any premium (if any) and interest on or and any Additional Amounts with respect to such the Debt 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 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;
(j) whether any of such Securities are to be redeemable at the option of the Company and, if so, the date or dates on which, 8) the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the other terms and conditions upon which such Debt Securities of the series may be redeemed, in whole or in part, at the option of the CompanyPartnership, if the Partnership is to have that option, and the manner in which the Partnership must exercise any such option, if different from those set forth herein;
(k9) whether Debt Securities of the Company is obligated series are entitled to redeem the benefits of any Guarantee of any Subsidiary Guarantor pursuant to this Indenture;
(10) the obligation, if any, of the Partnership to redeem, purchase or purchase any repay Debt Securities of such Securities the series pursuant to any sinking fund or analogous provision provisions or at the option of any a Holder thereof and, if so, the date or dates on which, and the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the other terms and conditions upon which such Debt Securities of the series shall be redeemed redeemed, purchased or purchased, repaid in whole or in part, part pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l11) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denominations denomination in which any Debt Securities of such Securities that are Bearer Securities series shall be issuable issuable;
(12) if other than Dollars, the denomination currency or currencies (including composite currencies) or the form, including equity securities, other debt securities (including Debt Securities), warrants or any other securities or property of $5,000;
the Partnership, any Subsidiary Guarantor or any other Person, in which payment of the principal of, premium (mif any) whether and interest on and any Additional Amounts with respect to the Debt Securities of the series will shall be convertible into shares of Common Stock payable;
(13) if the principal of, premium (if any) or interest on or any Additional Amounts with respect to the Debt Securities of the Company and/or exchangeable for series are to be payable, at the election of the Partnership or a Holder thereof, in a currency or currencies (including composite currencies) other securitiesthan that in which the Debt Securities are stated to be payable, whether the currency or not issued by currencies (including composite currencies) in which payment of the Companyprincipal of, andpremium (if any) and interest on and any Additional Amounts with respect to Debt Securities of such series as to which such election is made shall be payable, if so, and the periods within which and the terms and conditions upon which such Securities will election is to 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 thereofmade;
(n14) if the amount of payments of principal of, premium (if any) and interest on and any Additional Amounts with respect to the Debt Securities of the series may be determined with reference to any commodities, currencies or indices, values, rates or prices or any other index or formula, the manner in which such amounts shall be determined;
(15) if other than the entire principal face amount thereof, the portion of the par or stated face principal amount of any Debt Securities of such Securities 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 is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined;
(o) 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;
(p) 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;
(q) 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 securities, 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;
(r) 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;
(s) whether either or both of Section 4.02(b) relating to defeasance or Section 4.02(c) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 4.02(c) 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.6.02
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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the related Series Authorization, the following:issuance of any Securities of a series,
(a1) the title of the Securities of such Securities and the series in which such Securities shall be includedseries;
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13, Thirteen or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities or property pursuant to its terms), and if such series may be reopened from time to time for the issuance of additional Securities of such series or pursuant to or as contemplated by the establish additional terms of such Securities)series;
(c3) 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;
(d4) 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 definitive 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 3.05Xxxxxxx 000, and (iiixxx) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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 is payable;
(h) 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 on a cash basis 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;
(i9) 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, 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple 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;
(m13) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for Common Stock or other securitiessecurities or property, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o15) 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;
(p16) 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;
(q17) whether if 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 securities, 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;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to any of such Securities, Securities (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein), and if Section 1008 shall be applicable with respect to any such additional covenants;
(s19) whether either if any one or both more of Section 4.02(b401 relating to satisfaction and discharge, Section 402(2) relating to defeasance or Section 4.02(c402(3) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to or other than those specified in Section 4.02(c402(3) relating to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities of such series are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company's obligation to repurchase or repay such Securities will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and, if the Holders of such Securities have the right to convert or exchange such Securities into Common Stock or other securities or property, if the right to effect such conversion or exchange will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article 4 Four (including any modification which would permit satisfaction and discharge, defeasance or covenant defeasance to be effected with respect to less than all of the outstanding Securities of such series) in respect of the Securities of such series;
(t20) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v21) 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;
(w22) whether and under what circumstances the Company will pay Additional Amounts on such Securities to any holder who is a United States Alien in respect of any tax, assessment or other government charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(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) the Person to whom any interest on any Registered Security of such series shall be payable, if other than the Person in whose name the Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture;
(25) if the Securities of such series are Subordinated Securities, the terms pursuant to which the Securities of such series will be made subordinate in right of payment to Senior Indebtedness, the definition of such Senior Indebtedness with respect to such series and any changes in Article Sixteen with respect to such series (in the absence of an express statement to the effect that the Securities of such series are Subordinated Securities, the Securities of such series shall not be subordinate to Senior Indebtedness and shall not constitute Subordinated Securities); and, in the event that the Securities of such series are Subordinated Securities, the Board Resolution, Officers' Certificate or supplemental indenture, as the case may be, establishing the terms of such series shall expressly state which articles, sections or other provisions thereof constitute the "Subordination Provisions" with respect to the Securities of such series; and
(x26) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 Officers’ ' 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 telephonic or written order of persons designated in the Board Resolution, Officers’ ' Certificate or supplemental indenture indenture, as the case may be, pertaining to such series of Securities (telephonic instructions to be promptly confirmed in writing by such person) and that such persons are authorized to determine, consistent with such Board Resolution, Officers’ ' Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Board Resolution, Officers’ ' Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise if so providedprovided by the Company as contemplated by this Section 301, a series may be reopened from time to time without the consent of any Holders for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ ' Certificate setting forth the terms of such 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in the related Series Authorizationor pursuant to a Board Resolution and set forth in an Officer’s Certificate, the following:or established in one or more indentures supplemental hereto,
(a1) the title of such Securities and the series series, including CUSIP numbers in which such Securities shall be included;
(b2) 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 such series pursuant to Section 3.043.4, Section 3.053.5, Section 3.063.6, Section 9.05 9.6 or Section 11.0711.7, upon repayment in part of any Registered Security of such series pursuant to Article 13, 13 or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities securities, cash or other property pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities and except for any Securities, which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
(c) 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;
(d3) 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 Global Security may exchange such interests for definitive 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 3.053.5, and (iii) the name of the Depository Depositary or the U.S. DepositoryDepositary, as the case may be, with respect to any such global Global Security;
(e4) 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 Global Security shall be dated (if other than the date of original issuance of the first of such Securities to be issued);
(f) 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;
(g5) 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 is payable;
(h6) 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 on a cash basis 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;
(i7) if in addition to or other than the Borough of ManhattanChicago, The City of New YorkIllinois, 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, the extent to which, or the manner in which, any interest payment or Additional Amounts on a global 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 Global Security will be paid;
(j) 8) 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;
(k9) whether 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;
(l10) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples any multiple of $1,000, and the denominations 1,000 in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000excess thereof;
(m11) whether the Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for other securities, whether cash or not issued by other property of the CompanyCompany or of any other Person, and, 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;
(n12) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 5.2 or the method by which such portion is to be determined;
(o13) 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;
(p14) 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;
(q15) 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 formula, financial or economic measure or other method or methods (which index, formula formula, measure 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 determined and paid or be payable;
(r16) 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;
(s17) whether either or both of Section 4.02(b4.2(2) relating to defeasance or Section 4.02(c4.2(3) relating to covenant defeasance shall not be applicable to the Securities of such series, or and any covenants in addition to those specified in Section 4.02(c) relating to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities of such series are subject to repurchase or repayment at the option of the Holders thereof, whether the Company’s obligation to repurchase or repay such Securities will be subject to defeasance or covenant defeasance, and any deletions from, or modifications or additions to, the provisions of Article 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u18) 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;
(v) 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;
(w19) if there is more than one TrusteeTrustee or a Trustee other than, 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;
(20) whether the Securities are senior or subordinated debt securities, and if subordinated debt securities, the terms of such subordination;
(21) whether the Securities of the series will be guaranteed by any Persons and, if so, the identity of such 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 and may be released;
(22) 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 and may be released; and
(x23) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 Officers’ 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 of such series shall be authenticated and delivered by the Trustee on original issue from time to time in accordance with such procedures as are acceptable to the Trustee (including authentication and delivery by the Trustee on original issue from time to time upon telephonic or written order of persons designated in the Officers’ Officer’s 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’ Officer’s Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ Officer’s Certificate or supplemental indenture). All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Officer’s Certificate setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (Aptargroup, 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 equally and pari passu with each other series. With respect to any Securities to be authenticated and delivered hereunder, there There shall be established in or pursuant to a Board Resolution of the related Series AuthorizationCompany and, subject to Section 303, set forth, or determined in the followingmanner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series:
(a1) the title of such the Securities and of the series in (which such shall distinguish the Securities shall be includedof the series from all other Securities);
(b2) 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 such the series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 906 or Section 11.071107 and except for any Securities which, upon repayment in part of any Registered Security of such series pursuant to Article 13Section 303, upon surrender in part of any Registered Security for conversion into Common Stock of the Company or exchange for other securities pursuant are deemed never to its terms, or pursuant to or as contemplated by the terms of such Securitieshave been authenticated and delivered hereunder);
(c3) if such whether Securities of the series are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer both, whether any Securities and Registered Securities, and whether of the Bearer Securities series are to be issuable with Coupons, without Coupons or both, initially in temporary global form and whether any restrictions applicable to the offer, sale or delivery Securities of the Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa;
(d) if any of such Securities series are to be issuable in permanent 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 as Book Entry Securities, or permanent global form otherwise, with or bothwithout coupons and, (ii) if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for definitive Securities of the same such series and of like tenor and of any authorized form and denomination, denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified provided in Section 3.05, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security305;
(e4) if the Person to whom any interest on any Registered Security 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 series shall be dated (payable, if other than the date Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of original issuance of business on the first of Regular Record Date for such Securities to be issued);
(f) 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 eventinterest, 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;
(g) the date or datesmanner in which, or the method or methodsPerson to whom, if any, by which such date or dates shall be determined, on which the principal of such Securities is payable;
(h) 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 any 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 on a cash basis 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 Bearer Security of them the series shall be payable, if otherwise than upon presentation and surrender of the notice, if any, to Holders regarding the determination of interest on a floating rate Security coupons appertaining thereto as they severally mature 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;
(i) 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, the extent to which, or the manner in which, any interest payment or Additional Amounts payable on a temporary global Security on an Interest Payment Date, Date will be paid and if other than in the manner provided in Section 304;
(5) the date or dates on which any the principal of or (and premium, if any, on any global Security will be paidon) the Securities of the series is payable or the method of determination thereof;
(j6) whether any of such the rate or rates at which the Securities are to be redeemable at the option of the Company andseries shall bear interest, if soany, or the method by which such rate shall be determined, the date or dates from which any such interest shall accrue, the Interest Payment Dates on whichwhich any such interest shall be payable, the Regular Record Date for any interest payable on any Registered Securities on any Interest Payment Date and whether, and under what circumstances, additional amounts with respect to such Securities shall be payable as set forth in Section 1004;
(7) the place or places where, subject to the provisions of Section 1002, 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 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;
(8) 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 and the other terms and conditions upon which such Securities of the series may be so redeemed, in whole or in part, at the option of the Company;
(k9) whether the obligation, if any, of the Company is obligated to redeem redeem, purchase, or purchase any repay Securities of such Securities the series pursuant to any mandatory redemption, sinking fund or analogous provision provisions or at the option of any a Holder thereof and, if so, the date or dates on which, and the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities of the series shall be redeemed redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;
(l10) the denominations in which any of such Securities that are Registered Securities of the series shall be issuable issuable, if other than denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof, and the denomination or denominations in which any of such Securities that are Bearer Securities of the series shall be issuable issuable, if other than the denomination of $5,000;
(m11) whether the currency or currencies, including composite currencies, in which payment of the principal of and any premium and interest on any Securities of the series will shall be convertible into shares of Common Stock payable if other than the currency of the Company and/or exchangeable United States and the manner of determining the equivalent thereof in the currency of the United States for other securities, whether or not issued by purposes of the Company, 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 definition of such convertible or exchangeable Securities or the administration thereof"Outstanding" in Section 101;
(n12) if the amount of payments of principal of and any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined;
(13) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any Securities of such Securities that the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity or the method by which such portion is to be determined502;
(o14) if other than Dollars, the Foreign Currency in which payment of the principal of, of and any premium or interest on or any Additional Amounts with respect to any the Securities of such Securities shall be payable;
(p) if the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities series are to be payable, at the election of the Company or a Holder thereof or otherwisethereof, in Dollars a currency or in a Foreign Currency currencies, including composite currencies, other than that or those in which such the Securities are stated to be payable, the date currency or dates currencies in which payment of the principal of and any premium and interest on which, the period or periods within whichSecurities of such series as to which such election is made shall be payable, and the other terms periods within which 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;
(q) 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 securities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts shall election is to be determined and paid or payablemade;
(r15) any deletions from, modifications of or additions to whether the Events of Default or covenants Securities of the Company series shall be issued upon original issuance in whole or in part in the form of one or more Book-Entry Securities and, in such case, (a) the Depository with respect to such Book- Entry Security or Securities and (b) the circumstances under which any such Book-Entry Security may be exchanged for Securities registered in the name of, and any transfer of such SecuritiesBook-Entry Security may be registered to, whether a Person other than such Depository or not such Events of Default or covenants are consistent with the Events of Default or covenants its nominee, if other than as set forth hereinin Section 305;
(s16) whether if either or both of the provisions of Section 4.02(b) relating to defeasance 1302 or Section 4.02(c) relating to covenant defeasance shall not be 1303 are applicable to the Securities of such series, series and any additional means of discharge pursuant to Section 1302 or 1303 and any additional conditions to the provisions of Section 1302 or 1303;
(17) any other Events of Default or covenants in addition to those specified in Section 4.02(c) relating with respect 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 4 in respect of the Securities of such series;
(t) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v) 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;
(w) 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; and
(x18) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any the series (which terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise shall not be inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorizationthis Indenture except as permitted by Section 901(5), the terms and provisions of the related Series Authorization shall control). All Securities of any one series and all Coupons, if any, the coupons appertaining to any Bearer Securities of such series shall be substantially identical except except, in the case of Registered Securities, 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 referred to above and (subject to Section 303) set forth forth, or determined in the manner provided, in the Officers’ ' Certificate referred to above or in any such 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 Officers’ Certificate or supplemental indenture 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, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securitieshereto. If any of the terms of the Securities of any series shall be are established by action taken by or pursuant to a Board Resolution, the 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 the series.
Appears in 1 contract
Samples: Indenture (NGC 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. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions of the related Series AuthorizationCompany and set forth in an Officers’ Certificate of the Company, or established in one or more indentures supplemental hereto, prior to the following:issuance of any Securities of a series,
(a1) the title of the Securities of such Securities and the series in which such Securities shall be includedseries;
(b2) 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 such series pursuant to Section 3.04304, Section 3.05305, Section 3.06306, Section 9.05 905 or Section 11.071107, upon repayment in part of any Registered Security of such series pursuant to Article 13, Thirteen or upon surrender in part of any Registered Security for conversion or exchange into Common Stock of the Company or exchange for other securities or property pursuant to its terms, or pursuant to or as contemplated by the terms of such Securities);
(c3) 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;
(d4) 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 definitive 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 3.05305, and (iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global SecuritySecurity and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;
(e5) if any of such Securities are to be issuable as Bearer Securities or in global formSecurities, 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);
(f6) 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;
(g7) 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 is payable;
(h) 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 on a cash basis 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;
(i9) if in addition to or other than the Borough of Manhattan, The City of New YorkCorporate Trust Office, 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 or the Guarantor in respect of such Securities Securities, the Guarantee 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;
(j10) 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;
(k11) whether 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;
(l12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof, and the minimum denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the minimum denomination of $5,000;
(m13) whether the such Securities of the series will be convertible into shares of Common Stock of the Company and/or exchangeable for Common Stock or other securitiessecurities or property, whether or not issued by the Company, and, 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;
(n14) if other than the principal face amount thereof, the portion of the par or stated face principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the method by which such portion is to be determined or, in the case of Indexed Securities, the portion of the principal face amount that shall be payable upon Stated Maturity 502 or the method by which such portion is to be determined;
(o15) if other than Dollars, the Foreign Currency in which purchases of such Securities must be made and 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;
(p16) 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;
(q17) whether if 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 securities, 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;
(r18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or the Guarantor with respect to any of such Securities, Securities or the Guarantee (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein);
(s19) whether either if any one or both more of Section 4.02(b401 relating to satisfaction and discharge, Section 402(2) relating to defeasance or Section 4.02(c402(3) relating to covenant defeasance shall not be applicable to the Securities of such seriesSecurities, or and any covenants in addition to or other than those specified in Section 4.02(c402(3) relating to the such Securities of such series which shall be subject to covenant defeasance, and, if such Securities are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company’s obligation to repurchase or repay such Securities will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and, if the Holders of such Securities have the right to convert or exchange such Securities into Common Stock or other securities or property, if the right to effect such conversion or exchange will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article 4 in Four (including any modification which would permit satisfaction and discharge, defeasance or covenant defeasance to be effected with respect to less than all of the outstanding Securities of such series) in respect of such Securities;
(t20) the form or forms of the Debt Securities Guarantee Agreement, if different from the Debt Securities Agreement contemplated hereby and defined herein;
(u) 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;
(v21) 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;
(w22) the circumstances under which the Company will pay Additional Amounts on such Securities in respect of any tax, assessment or other government charge and whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;
(23) if there is more than one Trustee, the identity of the Trustee that has any obligations, duties and remedies with respect to such Securities and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to such Securities;
(24) the Person to whom any interest on any Registered Security of such series shall be payable, if other than the Person in whose name such Registered 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 such series shall be payable, if other 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 will be paid if other than in the manner provided in this Indenture; and
(x25) any other terms of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities. If any terms or provisions set forth in the related Series Authorization pursuant to this Section 3.01 conflict or are otherwise inconsistent with other terms or provisions set forth in this Indenture (regardless of whether this Indenture otherwise provides that such other terms or provisions are subject to the provisions of the related Series Authorization), the terms and provisions of the related Series Authorization shall control. 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 thereoninterest, 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 of the Company and set forth in the Officers’ Certificate of the Company 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 Board Resolutions of the Company or the Guarantor (with respect to the Guarantee), Officers’ Certificate of the Company or supplemental indenture indenture, as the case may be, pertaining to such series of Securities and that such persons are authorized to determine, consistent with such Board Resolutions, Officers’ Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Board Resolutions, Officers’ Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so providedprovided by the Company as contemplated by this Section 301, a series may be reopened from time to time without notice to or the consent of any Holders for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board ResolutionResolutions of the Company or the Guarantor (with respect to the Guarantee), the such Board Resolution Resolution(s) shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate of the Company setting forth the terms of such series.
Appears in 1 contract
Samples: Indenture (ABB Finance (USA) Inc.)
